OMF OneMain Holdings Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )

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Soliciting Material under §240.14a-12

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OneMain Holdings, Inc.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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 PROXY STATEMENT 

FOR THE 2023 ANNUAL MEETING
OF STOCKHOLDERS

June 13, 2023
1:00 p.m. Central Time
601 NW Second Street
Evansville, Indiana 47708

Table of Contents

​	Message to Our Stockholders	​	​	​	​	i	​	​
​	Notice of the 2023 Annual Meeting of Stockholders	​	​	​	​	ii	​	​
​	Proxy Summary	​	​	​	​	1	​	​
​	2022 Performance Overview	​	​	​	​	1	​	​
​	Stockholder Engagement	​	​	​	​	2	​	​
​	Board and Governance	​	​	​	​	2	​	​
​	Executive Compensation	​	​	​	​	3	​	​
​	Corporate Social Responsibility	​	​	​	​	3	​	​
​	Voting Overview	​	​	​	​	5	​	​
​	Corporate Governance	​	​	​	​	6	​	​
​	Proposal 1. Election of Directors	​	​	​	​	6	​	​
​	The Board of Directors	​	​	​	​	6	​	​
​	Board Responsibilities	​	​	​	​	15	​	​
​	Board Structure	​	​	​	​	19	​	​
​	Board and Governance Practices	​	​	​	​	23	​	​
​	Certain Relationships and Related Party Transactions	​	​	​	​	25	​	​
​	Director Compensation	​	​	​	​	27	​	​
​	Executive Officers	​	​	​	​	29	​	​
​	Executive Compensation	​	​	​	​	30	​	​
​	Proposal 2. Say on Pay Proposal	​	​	​	​	30	​	​
​	Compensation Discussion and Analysis	​	​	​	​	31	​	​
​	Company Achievements and Executive Compensation Overview	​	​	​	​	31	​	​
​	2022 Compensation Elements	​	​	​	​	36	​	​
​	Employee Benefits and Other Compensation	​	​	​	​	41	​	​
​	How We Make Compensation Decisions	​	​	​	​	43	​	​
​	Compensation Committee Report	​	​	​	​	45	​	​
​	Executive Compensation Tables	​	​	​	​	46	​	​

​	CEO Pay Ratio	​	​	​	​	53	​	​
​	Pay Versus Performance	​	​	​	​	53	​	​
​	Audit Committee Matters	​	​	​	​	57	​	​
​	Proposal 3. Ratification of Appointment of Independent Auditors	​	​	​	​	57	​	​
​	Audit Committee Policies and Procedures	​	​	​	​	57	​	​
​	Independent Registered Public Accounting Firm Fees and Services	​	​	​	​	58	​	​
​	Audit Committee Report	​	​	​	​	58	​	​
​	Management Proposals	​	​	​	​	60	​	​
​	Proposal 4. Amendments to Charter and Bylaws to Eliminate Classified Board Structure	​	​	​	​	60	​	​
​	Proposal 5. Amendments to Bylaws to Provide for Majority Voting Standard in Uncontested Elections	​	​	​	​	62	​	​
​	Information about Stock Ownership	​	​	​	​	64	​	​
​	Persons Owning More than 5% of OneMain Stock	​	​	​	​	64	​	​
​	OneMain Stock Beneficially Owned by Officers and Directors	​	​	​	​	66	​	​
​	Equity Compensation Plan Information	​	​	​	​	67	​	​
​	Additional Information	​	​	​	​	68	​	​
​	Questions and Answers on the Annual Meeting and Voting	​	​	​	​	68	​	​
​	Appendix A – Non-GAAP Financial Measures and Key Performance Indicators	​	​	​	​	A-1	​	​
​	Appendix B – Proposed Charter and Bylaw Amendments to effect the Declassified Board Proposal	​	​	​	​	B-1	​	​
​	Appendix C – Proposed Bylaw Amendments to effect the Majority Voting Proposal	​	​	​	​	C-1	​	​

Message to Our Stockholders

April 28, 2023​

Dear fellow stockholders:

We are pleased to invite you to attend our 2023 Annual Meeting of Stockholders, which will be held on June 13, 2023 at 1:00 p.m. Central Time, at our offices located at 601 NW Second Street, Evansville, Indiana 47708 (the “Annual Meeting”). Details regarding the business to be conducted at the Annual Meeting, proxy voting and other information about how to participate are more fully described in this proxy statement.

Your vote is important to us. Whether or not you are planning to attend the Annual Meeting, we encourage you to read our proxy statement and annual report in their entirety prior to the Annual Meeting, and request that you support our voting recommendations.

In 2022, OneMain continued to deliver on our commitment to improving the financial well-being of hardworking Americans and produced another year of tangible results for stockholders as our management team navigated the many challenges resulting from a complicated macroeconomic environment with historic levels of inflation and rapidly rising interest rates. Our sustained focus on managing our credit and balance sheet served us well, allowing us to return capital to our stockholders and invest in new products and channels that will drive long-term profitable growth and value for our stockholders. Our actions and performance in 2022 demonstrate our resilient business and ability to thrive in many market environments and position us well for long-term success.

We continued to evolve our governance, executive compensation and corporate responsibility practices and disclosures in 2022. These changes were informed by the feedback we received from stockholders through our formal stockholder engagement program. In addition to other actions described in this proxy statement, we have proposed the elimination of our classified Board structure (see Proposal 4) and the adoption of a majority voting standard in uncontested director elections (see Proposal 5), both subject to the approval of stockholders.

At the same time, we continued to support our customers, team members, and communities. We also remained focused on actions to support our mission of improving the financial well-being of hardworking Americans through access to responsible credit solutions, with a vision to be the partner of choice for the non-prime customer. We executed on our strategic priorities, including through investment in and development of innovative offerings. These investments included: building on our commitment to financial inclusion through a $50 million commitment to support, in equal parts, minority depository institutions (MDIs) and military veterans; issuing a first-of-its-kind social ABS bond, supporting borrowers in rural communities, at least 75% of whom are lower-income borrowers; providing Trim by OneMain to all customers; and continuing to grow our free financial education program, Credit Worthy by OneMain Financial, which reaches thousands of high schools.

Our ability to deliver on our commitments and drive stockholder value depends on our team members. We are focused on developing and supporting a team capable of meeting our customers where they are in life and maintaining a talent pool that reflects and celebrates the communities we serve. Our culture of respect and inclusion, which promotes a diverse workforce, begins with our Board. We have added three new directors in the last two years, all of whom are diverse by ethnicity and one of whom is diverse by gender.

We look forward to continuing to deliver value to our customers, stockholders and other stakeholders. On behalf of the entire Board, we thank you for your investment in OneMain and the confidence you place in our Board, management team and employees.

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Notice of the 2023 Annual Meeting of Stockholders

Please vote as soon as possible, even if you plan to attend the Annual Meeting.

By order of the Board of Directors,

Connie E. Eiseman
Senior Vice President,
Deputy General Counsel and Corporate Secretary
April 28, 2023

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Proxy Summary

2022 Performance Overview

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Refer to Appendix A for a description of non-GAAP financial measures and key performance indicators and a reconciliation of such measures to the most directly comparable measures calculated under GAAP.

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​	​	“We maintained our momentum through 2022 as we executed on our strategic vision despite another challenging year for the markets. Our sustained focus on managing our credit and balance sheet served us well, allowing us to return capital to our stockholders and invest in new products and channels that will drive long-term profitable growth and value for our stockholders.”	​	​
​	​	Doug Shulman Chairman and Chief Executive Officer	​	​

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Stockholder Engagement

In the past, OneMain maintained governance practices and an executive compensation program appropriate for a company that was controlled by private equity stockholders. As our primary private equity owner transitioned out of our stock during 2021, and in consideration of our significant evolution to having a diffuse stockholder base, the Board undertook a comprehensive analysis of our Board, governance, executive compensation and corporate social responsibility practices and disclosures. As an input into this review, we instituted an engagement program in 2022 to seek the perspectives of our stockholders. Our Lead Independent Director participated in these meetings upon request. This outreach was in addition to our investor relations-led engagement in connection with quarterly earnings calls, investor and industry conferences, and analyst meetings.

Since our 2022 Annual Meeting of Stockholders, we reached out to and engaged with the following:

Key topics discussed with our investors included:

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Our differentiated business strategy

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The evolution of our stockholder base

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Board composition, refreshment and diversity

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Corporate governance practices

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Executive compensation program and philosophy

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Corporate social responsibility, with a focus on our impact investment initiatives and areas for increased disclosure

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Over the past two years, the Board has taken steps to evolve the Company’s practices and disclosures to reflect our business and new ownership structure and the feedback we received from stockholders. The Board carefully evaluated this feedback and in response we have made a number of enhancements to our corporate governance practices which are summarized below. There was a consistent view among the stockholders we engaged that we continue to progress our governance practices, and that it would be appropriate to incorporate changes over time. Feedback on priority focus areas was not consistent across investors. For example, some investors indicated declassification of the Board was a priority, while others focused on the structure of our executive compensation program.

We are committed to ongoing engagement with our investors to understand their perspectives as our Company continues to evolve and enhance its practices.

Board and Governance

Our Board believes that strong corporate governance practices are important to ensuring effective oversight. We have taken the following steps to enhance our governance framework:

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Proposed the elimination of our classified Board structure, subject to the approval of stockholders (see Proposal 4)

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Proposed the adoption of a majority voting standard in uncontested director elections, subject to the approval of stockholders (see Proposal 5)

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Refreshed our Board with three new independent members appointed over the last two years who bring relevant perspectives and industry experience to enhance the collective skillset of our Board. All three are racial or ethnic minorities and one is female

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Enhanced our Board evaluation process

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Enhanced the scope of responsibilities of our Lead Independent Director to reflect current practices

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Formalized our Board’s oversight of ESG matters by amending the Nominating and Corporate Governance (“NCG”) Committee’s charter to include oversight of our ESG-related policies and practices, and amending the Risk Committee’s charter to highlight the committee’s oversight of cybersecurity, information security and data privacy

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Our Board also prioritizes the regular review of its composition to ensure our directors represent the skills, experiences and backgrounds most suited to oversee management and the Company. See Proposal 1 for additional information about our nominees and continuing directors.

Executive Compensation

Following a holistic review of our compensation practices, the Compensation Committee determined that it would be appropriate to realign our compensation program to better reflect our current business and short- and long-term strategic objectives, and the current economic environment. This was also informed by discussions with our stockholders and as part of our broader review of practices that has come following the evolution of our stockholder base following the exit of our primary private equity owner from our stock. The realigned compensation program is designed to reduce the need for the Compensation Committee to make adjustments outside of the core program, is more in line with market practices, and supports our objective to retain and attract key talent. A summary of the enhancements to the program, which are effective for 2023, include:

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Decreasing the number of financial performance metrics and realigning metric weightings in our annual incentive program

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Placing a greater emphasis on annual long-term equity grants to significantly reduce reliance on periodic one-time awards

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Simplifying the structure by no longer granting restricted stock units (“RSUs”) as a component of the annual incentive program, which better aligns to market and peer practice

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Changing the timing of the grant date of RSUs such that they will be granted at the beginning of the three-year vesting period

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Adding relative total stockholder return (“TSR”) as an upward or downward modifier within the performance-based restricted stock unit (“PSU”) portion of our long-term program

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Eliminating the payment of dividend equivalents on unvested PSUs

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See “Compensation Discussion and Analysis” for more information about the enhancements made to the program.

Corporate Social Responsibility

We have made progress on our ESG journey over the last year, specifically regarding our teams, customers, communities and the environment. Accomplishments and highlights from the last year include:

Our Teams

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Named one of  “America’s 100 Most Loved Workplaces” by Newsweek

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Launched career development programs for women and people of color, namely our Women’s Leadership Development Program and the Diverse Leaders Program, as well as development programs focused on group mentoring and executive presentation skills

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Continued our Days of Inclusion, a series focused on diversity and inclusion, hosting events that feature senior leaders from our Company and our community partners

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Enhanced our benefit offerings related to our four pillars of wellness — physical, financial, mental and social/family — and continued to welcome team members to our employee stock purchase plan, started in 2021

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Our Customers

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Named a Morningstar Sustainalytics ESG Industry Top Rated Company in 2023, with a low ESG risk rating driven by disclosures regarding product governance and data privacy and security

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Rolled out Trim by OneMain, our money-saving and financial wellness platform, to all of our customers

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Our Executive Office of Customer Care team continued to serve as a key process to promptly resolve customer complaints and propose solutions to prevent future similar complaints

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Credit cards offerings BrightWay and BrightWay+2, launched in 2021, continued to provide a digital-first platform that meet the needs of their growing number of users

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Our Communities

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Committed $50 million to support minority depository institutions (MDIs), including Sunstate Bank in Florida and First Independence Bank, based in Michigan, and military veterans through Academy Securities, a disabled veteran-owned and operated investment bank

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Issued our second Social Bond, a $600 million Social ABS issuance — the first-ever Social ABS Bond by a U.S. issuer — to promote financial inclusion in underserved rural communities

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Expanded Credit Worthy by OneMain Financial, our free digital financial education curriculum in high schools across the country, through the addition of a new module, “Build: Credit Fundamentals”

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Launched the Family Resources Center, a website for credit education across all age groups

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Committed $10 million to the BlackRock Liquid Federal Trust Fund, which supports the Thurgood Marshall College Fund for students attending historically black colleges

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Environmental Responsibility

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Invested as a founding investor in BlackRock’s Liquid Environmentally Aware Fund groups

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Continued to pursue environmental initiatives at our locations, including adopting an Environmental Policy and reviewing our vehicle Fleet Program policy.

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BrightWay® is a registered trademark of OneMain Financial Holdings, LLC. The BrightWay credit card is issued by WebBank.

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Voting Overview

This section summarizes information contained elsewhere in this proxy statement. These highlights do not contain all the information that you should consider before voting or provide a complete description of the topics covered. Please read this entire proxy statement before voting.

Stockholders will also attend to such other business as may be properly brought before the meeting or any adjournments or postponements thereof.

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Corporate Governance

Proposal 1 – Election of Directors

The terms of the Class I directors, consisting of Phyllis R. Caldwell and Roy A. Guthrie, will expire at the Annual Meeting. Each incumbent Class I director has been nominated by the Board to serve as a continuing director for a new three-year term expiring at the 2026 Annual Meeting of Stockholders and until such director’s successor has been elected and qualified, or until such director’s earlier death, resignation or removal.

In determining whether to nominate each of the Class I directors for another term, the Board considered the factors discussed below under “Corporate Governance — The Board of Directors — Selection of Director Nominees” and concluded that each possesses the talents, backgrounds, perspectives, attributes and skills that will enable them to continue to provide valuable insights to Company management and play an important role in helping the Company achieve its goals and objectives.

Subject to approval of Proposal 4, we will phase out the classified structure of the Board over a three-year period and, beginning at the Company’s 2026 Annual Meeting, each director will be elected to serve a one-year term.

The Board of Directors

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Director Diversity and Tenure

Board Qualifications and Skills

Our directors have significant business experience in key areas of our operations that allow them to effectively fulfill their oversight responsibilities with respect to our management and strategy. Our directors possess a broad range of qualifications, skills and viewpoints that are important to their oversight responsibilities, including financial industry, risk management, accounting and financial reporting, corporate governance and cybersecurity. Our directors also have personal traits such as integrity, character and sound business judgment that are essential to effective corporate governance.

Listed below are the skills and experience that we consider important for our directors in light of our current business and structure. The directors’ biographies note each director’s relevant experience, qualifications and skills in these key areas.

Accounting and Auditing. Experience overseeing the preparation of financial statements and the design and implementation of internal control over financial reporting or auditing public company financial statements facilitates oversight of public company reporting.

Consumer Finance. Experience with retail banking, consumer lending and finance, consumer loans or credit cards provides knowledge of the risks and opportunities that can impact our business and a detailed understanding of consumers.

Corporate Governance and Responsibility. Experience with corporate governance matters including board and management accountability, assessing or overseeing risk management and a deep understanding of ESG-related practices that align with the interests of investors and other stakeholders ensures proper oversight and protection of stakeholders’ interests.

Finance and Capital Markets. Experience with capital and credit markets, financing and funding operations assists our directors in understanding, advising on and overseeing our capital structure, financing, capital allocation and investing activities.

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Government, Legal and Regulatory. Public policy and public service experience in government agencies, non-governmental organizations or non-profit associations provides insights that help the Company work constructively with federal, state and local lawmakers and policymakers and experience with understanding legal and regulatory environments and frameworks assists the Board in fulfilling its compliance oversight responsibilities.

Human Capital Management. Experience with managing and developing a workforce, managing compensation, overseeing inclusion and diversity efforts, implementing succession planning and talent management and managing other human capital initiatives helps to align our organization’s culture.

Public Company Board Experience. Experience as a director on other public company boards of directors provides valuable perspective and oversight experience.

Risk Management. Experience assessing risk management at a large organization, including risks arising from regulation, cybersecurity and data privacy concerns, provides valuable knowledge and guidance to the Board and enhances its ability to conduct effective oversight of significant risks facing the Company.

Senior Executive Leadership. Experience in a leadership role, including CEO, Chief Financial Officer (“CFO”) or as another executive-level manager, provides experience and perspective to advise and oversee the performance of our management team.

Technology and Innovation. Experience with digital, technological and financial technology trends and changes, disruptive innovation and technological investment provides valuable knowledge and guidance to the Board.

Director Skills Matrix

The following matrix identifies the primary skills that the NCG Committee and the Board considered in connection with our director nominees. This high level summary is not intended to be an exhaustive list of each director nominee’s contributions to the Board.

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Director Biographies

The principal occupation, age and certain other information for each director nominee and the continuing directors serving unexpired terms are set forth below.

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Director Independence

The Board has affirmatively determined that Philip L. Bronner, Phyllis R. Caldwell, Toos N. Daruvala, Roy A. Guthrie, Aneek S. Mamik and Richard A. Smith qualify as independent under Section 303A.02 of the New York Stock Exchange (“NYSE”) corporate governance listing standards. In making its independence determinations, the Board considers the specific tests for independence included in the NYSE listing standards. The Board considers whether directors have a material relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of directors. When assessing materiality, the Board considers all relevant facts and circumstances, including transactions between the Company and the director, family members of directors and organizations with which the director is affiliated. The Board further considers the frequency of and dollar amounts associated with these transactions and whether the transactions were in the ordinary course of business and were consummated on terms and conditions similar to those with unrelated parties. The Board has determined that Valerie Soranno Keating does not qualify as an independent director under Section 303A.02 of the NYSE corporate governance listing standards due to compensation she received in November 2020 in recognition of services provided in helping the Company develop credit card offerings. Such disqualification lasts for a period of three years ending November 2023.

In affirmatively determining the independence of any director who will serve on the Compensation Committee, the Board also specifically considers factors relevant to determining whether a director has a relationship to the Company that is material to that director’s ability to be independent from management in making judgments about the Company’s executive compensation, including sources of the director’s compensation and relationships of the director to the Company or senior management.

Selection of Director Nominees

Although the Board retains ultimate responsibility for nominating members for election to the Board, the NCG Committee of the Board conducts the initial screening and evaluates individual directors at least

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annually. We regularly assess the composition of our Board and consider the results as part of our assessment process and nomination process. As provided in our Corporate Governance Guidelines, director nominees, including those directors eligible to stand for re-election, are selected based on, among other things, the following factors:

The NCG Committee recommends the nomination of directors who represent different qualities and attributes and a mix of professional and personal backgrounds and experiences that will enhance the quality of the Board’s deliberations and oversight of our business and strategy. Diversity is one of the factors that the NCG Committee considers in identifying director nominees, including diversity of thought, educational and professional background, gender, race, age, sexual orientation and ethnic or national background.

We are committed to regular Board refreshment. Since the 2021 Annual Meeting of Stockholders, three directors have departed and three new independent directors have been appointed to the Board. We provide new directors with a director orientation program to familiarize such directors with, among other things, our business, strategic plans, significant financial, accounting and risk management issues, compliance programs, conflicts policies, Code of Business Conduct and Ethics, Corporate Governance Guidelines, executive officers, internal auditors and independent auditors.

In conducting the screening and evaluation of potential director nominees, the NCG Committee considers candidates recommended by directors and the Company’s management, as well as recommendations from Company stockholders. Our Bylaws include procedures for stockholders to nominate candidates to serve on the Board for election at any Annual Meeting or at any special meeting called for the purpose of electing directors. As a result, the NCG Committee has not implemented a separate policy with regard to such procedures since stockholders may submit recommendations for director candidates by following the procedures set forth in the Bylaws.

It is the general policy of the Company, as set forth in the Company’s Corporate Governance Guidelines, that no director having attained the age of 75 years will stand for re-election. In connection with each director nomination recommendation, the NCG Committee also considers the tenure of the director nominee.

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Stockholder Nominations

The Bylaws require a stockholder who desires to nominate a candidate for election to the Board at an annual meeting of stockholders to timely submit certain information to Corporate Secretary, Attn: Legal Department, OneMain Holdings, Inc., 601 NW Second Street, Evansville, Indiana 47708. This information includes, among other things:

To be timely, a stockholder must submit the information required by the Bylaws not less than 90 days nor more than 120 days in advance of the anniversary date of the immediately preceding Annual Meeting of stockholders. The Bylaws include special notice provisions if no annual meeting was held in the previous year or if the Annual Meeting is called for a date that is not within 30 days before or after the anniversary date of the preceding Annual Meeting.

Board Responsibilities

Overview

Our business is managed by our team members under the direction and oversight of the Board. Among other responsibilities discussed below, the Board reviews, monitors and, where appropriate, approves fundamental financial and business strategies and major corporate actions. The Board is elected by stockholders to provide advice and counsel to and oversee management to ensure that the interests of our stockholders and other corporate constituents are being served with a view toward maximizing our long-term value.

Directors exercise their oversight responsibilities through discussions with management, review of materials management provides to them, visits to our offices and facilities, and their participation in Board and committee meetings.

Risk Oversight

While management is responsible for day-to-day risk management of the Company’s operations, the Board is responsible for overseeing enterprise-wide risks. The Board uses its standing committees (discussed below) to monitor and address risk management within the scope of each committee’s expertise or charter.

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In addition to getting information from its committees, the Board also receives updates directly from members of management.

Environmental, Social and Governance Responsibility

Our approach to ESG is a natural extension of our reputation as a responsible lender with a track record of superb customer service. Our core mission is to improve the financial well-being of non-prime customers and to provide access to opportunity and progress. Our actions over the last year continue to support this mission, building on our 110-year trajectory of doing the right thing. Whether we are supporting team members, meeting customers where they are, strengthening communities, limiting our environmental impact or maintaining sound governance practices, we are unwavering in our mission. We identify where we can have the most impact and make sure each team member is equipped to inspire and influence others to live and work responsibly.

The Board oversees sustainability and ESG matters, including our approach to key ESG-related risks. The NCG Committee oversees and reviews with the Board the Company’s policies, practices and disclosures relating to ESG matters. The NCG Committee is responsible for discussing with management the Company’s progress and reporting on ESG-related matters and our communication with investors and other stakeholders regarding these matters. This oversight responsibility is formalized in the NCG Committee charter.

We formed an ESG Executive Council in 2021 with the support of our CEO, which provides regular and direct reports to the NCG Committee on ESG-related topics, in addition to helping to coordinate internal resources. The ESG Executive Council is composed of five diverse senior executives and meets at least quarterly and receives at least monthly updates on ESG from our Managing Director of Impact.

In 2022, we issued our third ESG Report, which updates stakeholders on our progress on ESG initiatives. This ESG Report is available on our website in the “About Us” section. We plan to publish our 2022 ESG Report this summer. See “Proxy Summary — Corporate Social Responsibility” for highlights of our ESG program and initiatives.

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Human Capital Management

Acting with integrity, transparency and respect are at the heart of our success, and these ethical values inform our interactions with customers and with each other. In recognition of our values-centric workplace, we were named one of America’s 100 Most Loved Workplaces in 2022 by Newsweek.

OneMain’s commitment to being a great place to work starts with recruiting, developing and supporting our more than 9,000 team members who reflect and celebrate the customers we serve. In 2022, we announced new leadership development programs for women and people of color as well as a group mentoring program. We also enhanced our diverse recruitment and hiring practices, as well as companywide training. Our 2021 U.S. Equal Employment Opportunity (“EEO-1”) Report is available on our investor relations website, and the 2022 EEO-1 Report will be posted when it becomes available. We believe making this information publicly available demonstrates our commitment to transparency and accountability.

A diverse talent pool and inclusive work environment makes us stronger and helps us fulfill our mission to improve the financial well-being of hardworking Americans. We require diverse candidates (women or minorities) to be considered for all leadership roles and have established partnerships with external organizations to help recruit a diverse workforce. We require all managers to participate in training on Inclusive Leadership and Allyship and all team members receive unconscious-bias training.

This commitment to diversity extends to the Board. The Compensation Committee oversees and regularly engages with our senior management on a broad range of human capital management topics, including diversity and inclusion, employee engagement feedback, talent management, compensation and benefits.

Our Diversity Council, led by our Chief Human Resources Officer and 12 other team members representing a wide range of roles and geographies, meets monthly and provides thought leadership, champions our culture of inclusion and supports diversity initiatives across the organization. To inform these efforts, the Diversity Council receives regular updates on diversity trends across the Company. In 2022, the Diversity Council worked to both further embed our diversity and inclusion initiatives into our community and provide additional oversight of these initiatives, including elevating our Day of Inclusion series, supporting diverse leadership development programs and taking steps to foster our inclusive community.

Our culture is driven by a dynamic team committed to our mission and values. All managers are accountable for attracting and retaining high-quality, diverse talent and creating a respectful, inclusive work environment as part of their goals and leadership attributes, and all managers have a diversity and inclusion goal included in their annual review. Each year, team members have the opportunity to provide candid feedback about their level of connection to the Company (engagement) and whether they have the tools and resources to succeed (enablement) in our Employee Engagement Survey. In 2022, we focused on ensuring team members had sufficient time to pursue training opportunities, removing barriers that inhibit performance and evaluating performance based on measurable criteria. Eighty-eight percent of team members participated in our 2022 Employee Engagement Survey. This feedback was shared with our Board and management.

In 2022, we reinforced our commitment to being a great place to work by supporting the overall health and wellness of our team members. We offered greater flexibility with a hybrid work environment in our centralized sites, offered new benefits to support gender transition, travel benefits for access to care and Applied Behavior Analysis for autism care. We also expanded access to 24/7 virtual health solutions, a suite of mental health support services, and increased caregiving support for backup childcare and elder care.

Our comprehensive total awards package includes, among other benefits: competitive pay, healthcare and retirement benefits, eligibility to participate in our employee stock purchase plan, paid time off and holidays, parental leave, disability benefits, military leave, childcare and eldercare assistance, wellness programs, paid development and volunteer time off. We support a pay-for-performance culture to reward outstanding performance and encourage career development and provide an annual Total Rewards Statement, giving team members a transparent accounting of the full value of their paid compensation and benefits.

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Cybersecurity Oversight

Cybersecurity and data protection are critically important for the Company to maintain the trust of our customers, team members and stakeholders. Risks, regulations, legislative activity and litigation in these areas continue to increase worldwide.

The Company, overseen by the Board and its Risk Committee, regularly reviews and as appropriate adapts its cybersecurity program to an evolving landscape of emerging threats, evaluates effectiveness of key security controls and assesses cybersecurity best practices. The Company’s cybersecurity program provides a framework for compliance with applicable cybersecurity and data protection laws. The Company’s cybersecurity program is designed to ensure the security and confidentiality of customer information, protect against known or evolving threats to the security or integrity of customer records and personal information and protect against unauthorized access to or use of such information. We work with our regulators to ensure that these policies are adequate to appropriately safeguard personal information.

In July 2022, we hired a new Chief Information Security Officer (“CISO”). The CISO has regular and direct communication with the Board — providing a cybersecurity report to the Risk Committee on a quarterly basis, as well as a written cybersecurity report and briefing to the full Board on an annual basis — to inform directors of the state of the Company’s cybersecurity program. These reports cover, but are not limited to, the Company’s cybersecurity posture, overall status of the Company’s compliance with the cybersecurity program, threat environment, material cybersecurity risks and events, cybersecurity program improvements and effectiveness, and other material matters related to the cybersecurity program.

The following are highlights of the Company’s cybersecurity program:

•

the Company did not experience a material cybersecurity incident or significant data breach in 2022;

​

•

the Company allocated additional people and technology resources to address increased cybersecurity threats from the expansion of our digital presence and product offerings, suppliers and vendors and internal threats due to intentional or unintentional human risk;

​

•

the Company hired a new CISO with responsibility for governance over our cybersecurity program and engaged third-party subject matter expertise to mature our cybersecurity capabilities;

​

•

employees are required to abide by our cybersecurity and data protection policies;

​

•

employees are required to participate in formal cybersecurity training and targeted education and training; and

​

•

we maintain a corporate cyber risk insurance policy as part of our enterprise risk management program, which is reviewed no less often than annually

​

The Company’s 2023 cybersecurity strategy is focused on improving our readiness to identify, detect and respond to cybersecurity threats (such as ransomware and phishing attacks) by maturing our cybersecurity resilience capabilities, incident response processes, vendor and supplier oversight and continuing to reduce human risk.

Management Succession Planning

Our Board considers the selection, retention and succession planning for our management team to be one of its most important functions. Succession planning is discussed at regularly scheduled meetings, including in executive sessions of the Board. Our NCG Committee has primary responsibility for executive succession planning, including policies and guidelines regarding succession in the event of an emergency or the retirement of our CEO, which it then presents and makes recommendations to the full Board. Our Board discusses management succession with our CEO, including evaluation of potential internal candidates for succession and focus on particular individuals, as appropriate.

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Stockholder Engagement

The Board values engagement and discussions with stockholders as part of our commitment to advancing our governance practices. In consideration of our evolving stockholder base, the Board undertook a comprehensive analysis of the Company’s Board, governance, executive compensation and corporate social responsibility practices and disclosures. Since our 2022 Annual Meeting of Stockholders, we expanded our stockholder outreach and engagement, reaching out to our top stockholders representing approximately 49% of shares outstanding and meeting with all stockholders who accepted our invitation, representing 39% of shares outstanding. Our Lead Independent Director participated in these meetings upon request. This engagement helps us to understand stockholder priorities and perspectives, and the feedback from this dialogue is shared with our NCG Committee and reported to the full Board.

See “Proxy Summary — Stockholder Engagement” above for more information about the topics of discussions and responsive actions taken.

Board Structure

Board Leadership Structure

Our Board retains flexibility to choose the leadership structure that it believes is most appropriate based on the circumstances at any given time. Our Board regularly reviews its leadership structure and has determined that combining the roles of Chair and CEO and appointing a Lead Independent Director with clearly defined responsibilities is the most effective leadership structure for the Board at this time. In particular, the Board concluded that this structure allows for effective Board oversight while also ensuring that the Board and management benefit from Mr. Shulman’s in-depth knowledge of our Company and the financial services industry.

Our Lead Independent Director is elected annually by the independent directors and provides robust independent Board leadership. The Lead Independent Director’s responsibilities include presiding over executive sessions of the independent directors and serving as an informal liaison between the independent directors and the Chairman and CEO. We formalized additional responsibilities in 2022 and 2023, which are set forth in the Company’s Corporate Governance Guidelines, including that the Lead Independent Director:

•

consult with the Chairman and CEO regarding the content, information and schedules of meetings of the Board;

​

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•

foster an environment of open dialogue and constructive feedback among the independent directors;

​

•

provide feedback to the Chairman and CEO regarding executive sessions of the independent directors;

​

•

facilitate the effective functioning of key committees;

​

•

ensure the Board has the ability to provide input on long-term strategy;

​

•

participate in succession planning for senior management;

​

•

provide guidance on director succession and development; and

​

•

engage with stockholders as necessary and appropriate.

​

Mr. Guthrie was elected by the independent directors to serve as our Lead Independent Director, which was referred to as presiding non-management director prior to 2022. Mr. Guthrie’s duties as Lead Independent Director have increased since 2021, including helping to facilitate smooth onboarding of new directors in connection with the significant Board and Committee refreshment that occurred following the transition of our former primary private equity owner out of our stock in 2021, the comprehensive review of our governance, compensation and corporate social responsibility practices and disclosures, and in our outreach to a more widely held investor base. Mr. Guthrie has consistently demonstrated thoughtful leadership, decision making, performance and oversight as Lead Independent Director. The Company’s non-executive directors met in executive session without management four times in 2022.

Committees of the Board

The Board has five principal standing committees: the Audit, NCG, Compensation, Compliance and Risk Committees, as well as an Executive Committee. The Audit Committee, the NCG Committee and the Compensation Committee consist entirely of non-employee directors, and the Board has determined that each member of these committees is “independent” within the meaning of the NYSE listing standards. Members of the Compliance and Risk Committees are not required to be independent directors. Each of the Board’s five principal standing committees operates pursuant to a written charter, and each such charter is available on our investor relations website at http://investor.onemainfinancial.com and is also available to stockholders upon written request, addressed to: Corporate Secretary, Attn: Legal Department, OneMain Holdings, Inc., 601 NW Second Street, Evansville, Indiana 47708.

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Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee are the individuals named as signatories to the Compensation Committee Report set forth under “Executive Compensation — Compensation Discussion and Analysis — How We Make Compensation Decisions — Compensation Committee Report.” None of our executive officers currently serves as a member of the board of directors or as a member of a compensation committee of any other company that has an executive officer serving as a member of the Board or the Compensation Committee. None of the individuals who served on the Compensation Committee during 2022 and none of the current members of the Compensation Committee are current or former officers or employees of the Company. Additionally, none of the individuals who currently serve as members of the Compensation Committee or who served as members of the Compensation Committee during 2022 has had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K.

Board and Governance Practices

Board, Committee and Annual Meeting Attendance

The Board held 11 meetings during 2022. Each director attended at least 75% of Board and committee meetings held during the period he or she served. Directors are invited and encouraged, but are not required, to attend the Annual Meeting. Messrs. Shulman and Guthrie attended the Company’s 2022 Annual Meeting of Stockholders.

Board Evaluations

Our NCG Committee oversees an annual self-evaluation of the Board’s and each committee’s performance using tailored questions based on the responsibilities set forth in our Corporate Governance Guidelines and the committee charters. Questions include areas in which the directors and management believe the Board can strengthen its contributions to the Company. The quality of communication, access to management, deliberation and decision making, oversight for strategy and risk, and responsiveness to emerging issues are some of the topics considered.

The self-evaluation outcomes are discussed by the Board and committees, and the committee Chairs discuss the results of their respective evaluations with the Board. The outcomes are used to assess the characteristics and skills required of current and prospective Board candidates, make recommendations to the Board regarding committee assignments, and strengthen Board effectiveness and governance.

Governing Documents

The Corporate Governance Guidelines set forth the Company’s primary principles and policies regarding corporate governance. The Board reviews the Corporate Governance Guidelines from time to time as deemed appropriate by the Board. The Corporate Governance Guidelines are supplemented by our Code

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of Business Conduct and Ethics and the Code of Ethics for Principal and Senior Financial Officers, as well as by policies and procedures addressing specific topics and practices.

You can find the following documents relating to our governance framework under the heading “Corporate Governance” on our investor relations website, http://investor.onemainfinancial.com:

You also may obtain a free copy of any of these documents by sending a written request to our Corporate Secretary, Attn: Legal Department, at OneMain Holdings, Inc., 601 NW Second Street, Evansville, Indiana 47708.

Code of Business Conduct and Ethics

The Board adopted a Code of Business Conduct and Ethics to help ensure that the Company abides by applicable laws and corporate governance standards. This code applies to all directors, employees and officers, including our CEO, CFO and Principal Accounting Officer. The Board has also adopted the Code of Ethics for Principal and Senior Financial Officers, which applies to our CEO, CFO, and Principal Accounting Officer and requires that such officers, among other things, create a culture of high ethical standards and commitment to compliance and make full, fair, accurate, timely and understandable disclosures in accordance with applicable laws and regulations. The Code of Business Conduct and Ethics and the Code of Ethics for Principal and Senior Financial Officers are available on our website as outlined above. We intend to disclose any material amendments to or waivers of our Code of Business Conduct and Ethics and Code of Ethics for Principal and Senior Financial Officers requiring disclosure under applicable SEC or NYSE rules on our website within four business days of the date of any such amendment or waiver in lieu of filing a Current Report on Form 8-K pursuant to Item 5.05 thereof.

Complaints and concerns relating to the Company’s accounting, financial reporting, internal accounting controls or auditing matters should be communicated to the Audit Committee of the Board. Any such communications may be made on an anonymous basis.

All complaints and concerns will be reviewed under the direction of the Audit Committee and overseen by the General Counsel and other appropriate persons as determined by the Audit Committee. The General Counsel also prepares a periodic summary report of all such communications for the Audit Committee.

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Certain Relationships and Related Party Transactions

Certain Related Parties

In June 2018, affiliates of Apollo Global Management (“Apollo”) and Värde, through an acquisition entity (collectively, the “Consortium”), purchased approximately 40.5% of the Company’s then-outstanding common stock that had been owned by affiliates of Fortress Investment Group (the “Consortium Acquisition”). As a result, the Consortium became our largest stockholder with significant influence over all matters requiring a stockholder vote, and received rights to designate directors to the Board based on the Consortium’s share ownership, as well as customary indemnification rights and registration rights, under an amended and restated stockholders agreement (the “Stockholders Agreement”). As of our 2021 Annual Meeting of Stockholders, the Consortium had the right to designate six directors under the Stockholders Agreement.

Following a series of secondary public offerings and related transfers in 2021, Apollo and its affiliates exited the Consortium. Värde and its affiliates retained a portion of the Consortium’s shares and has reported that it beneficially owns approximately 6.86% of our common stock.

As long as the Consortium owns shares representing between five and 10% of our voting power, it will have the right to designate to the Board the number of directors required to maintain its proportional representation on the Board, which currently is one director. Mr. Mamik (who is a partner of Värde) is currently the sole director designated for service on our Board by the Consortium under the terms of the Stockholders Agreement.

Related Party Transactions Policy and Procedures

We maintain a written policy (the “Related Party Transactions Policy”) that establishes procedures for identifying, reviewing, considering and approving transactions between the Company or any of its subsidiaries and any of our officers, directors, nominees for director or beneficial holders of more than 5% of any class of our voting securities or an immediate family member of any of the foregoing. The Related Party Transactions Policy provides that, unless a transaction is subject to an agreement providing that Board approval is required, the Audit Committee is responsible for reviewing and approving in advance (or ratifying, if applicable) any related party transactions. The chair of the Audit Committee has delegated authority to act between Audit Committee meetings, and no member of the Audit Committee or Board will participate in any review, consideration or approval of any proposed transaction if such member or any of their immediate family members is the party involved with the proposed transaction. In determining whether to approve or ratify a related party transaction, the Audit Committee or the chair, as applicable, will consider the relevant facts and circumstances, which may include, among other factors they deem appropriate, the proposed transaction’s benefits to the Company, the impact on a director’s independence, if applicable, the availability of other sources for comparable products or services, the terms of the proposed transaction and the terms available to unrelated third parties or to team members generally. The Related Party Transactions Policy further provides that certain related party transactions are deemed pre-approved or ratified and will not require specific approval, such as employment arrangements with the Company subject to certain disclosure and other conditions, charitable contributions that fall below enumerated thresholds, and transactions where rates or charges involved are determined by competitive bids.

Transactions with Affiliates

Margin Loan Agreements. In December 2019, the Consortium informed us that it had undertaken to pledge all of its shares of our common stock pursuant to margin loan agreements and related documentation on a non-recourse basis. In October 2021, Apollo repaid its margin loan in full and sold all of its shares of our common stock, after which it ceased being a member of the Consortium.

In August 2021, Värde informed us that it was updating its margin loan arrangements with certain lenders and entering into an amendment to the Consortium’s margin loan agreement and we entered into a related

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amendment to our issuer agreement. In November 2022, Värde informed us that it was assigning its margin loan arrangement to an affiliate of an existing lender thereunder and we entered into a related amendment to our issuer agreement. As of February 15, 2023, we believe the only shares that continue to be pledged are beneficially owned by Värde and its affiliates, representing an approximate 86% reduction of the shares that were initially pledged in 2019.

Except for the foregoing, which was approved by a special committee of the Board comprised of independent and disinterested directors, we are not a party to the margin loan agreements and related documentation and do not have obligations thereunder.

Whole Loan Sale. In August 2021, we entered into a committed two-year whole loan sale forward flow agreement with entities affiliated with Värde, under which we agreed to sell $20 million of gross unsecured personal loan receivables per month. Prior to entering into the agreement, a special committee of the Board comprised of independent and disinterested directors reviewed and approved the addition of Värde to the existing group of purchasers within the whole loan sale program, on materially similar terms and conditions as the other purchasers in the program. Under our whole loan sale program, we agreed to sell, across all purchasers, a combined total of  $180 million gross receivables per quarter of newly originated unsecured personal loans, along with any associated accrued interest. We continue to service the personal loans sold and are entitled to a servicing fee and other fees commensurate with the services performed from each purchaser.

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Director Compensation

Non-Employee Director Compensation

We pay compensation to certain of our non-employee directors for their service as members of the Board and its committees. In 2022, our directors received compensation as set forth in the chart below.

Fees to non-employee directors may be paid in cash or, in lieu of cash, by issuances of Company common stock. We make annual grants of RSUs during the first quarter of each calendar year that vest on the first business day of the year following the grant date, subject to the director’s continued service through the vesting date. RSUs are credited with dividend equivalents equal to the per share cash dividends paid on our common stock, multiplied by the total number of RSUs subject to the award that are outstanding on the record date for such dividend. The crediting of dividend equivalents is meant to treat the RSU award holders consistently with stockholders. Cash retainers for annual Board, Lead Independent Director, committee chair and committee member service are paid in quarterly installments.

Stock grants are reviewed and approved annually. In general, non-employee directors’ cash and equity-based awards under the OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan (“Omnibus Incentive Plan”) are capped at $500,000 during any calendar year. In 2020, we amended the Omnibus Incentive Plan to authorize the Board, at its discretion, to provide certain non-employee directors with a retainer or other fee, grant or payment for service on a special purpose committee or for any other special service.

The Compensation Committee believes that these restrictions represent meaningful limits on the compensation payable to our non-employee directors. All members of the Board are also reimbursed for reasonable costs and expenses incurred in attending Board or committee meetings or other Company business.

The Compensation Committee periodically undertakes a review of non-employee director compensation. The most recent review was completed in early 2023. As a result of this review, effective January 2023, the Board approved an increase in the Lead Independent Director annual retainer to $100,000 to more appropriately reflect the responsibilities and time commitment associated with the role and based on a review of lead independent directors’ compensation. No other changes to our director compensation program were made at this time.

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Director Compensation Table for 2022

The total 2022 compensation of our non-employee directors is shown in the following table. We do not separately compensate our employee director, Mr. Shulman, for his Board or committee service. Mr. Mamik, who is a partner of Värde, does not receive compensation from us for his Board or committee service.

​

(1)

The amounts reported in this column represent the grant date fair value of RSUs granted in 2022, calculated in accordance with FASB ASC Topic 718. These RSUs vested on January 3, 2023.

​

(2)

Represents dividend equivalent payments on RSU grants.

​

(3)

Mr. Daruvala was elected to the Board effective February 14, 2022 and received prorated compensation for his service during 2022.

​

Director Stock Ownership Policy

Our Director Stock Ownership Policy, which is administered by the Compensation Committee, aligns the interests of our non-employee directors with those of our stockholders by encouraging significant stock ownership in the Company by our non-employee directors.

Pursuant to such policy, each non-employee director must at all times hold shares of Company common stock with a value equal to three times the cash retainer for such director’s annual Board service, excluding retainer fees for Board committee chair or committee member service. Non-employee directors have five years from the date they commence service on the Board to satisfy the requirements of such policy. As of the date of this proxy, Roy A. Guthrie, the only non-employee director who has been in service for at least five years, is in compliance with the Director Stock Ownership Policy.

Director Deferral Election Program

Each of our non-employee directors may elect to defer the delivery of all or a portion of their annual RSU grant for board service. Delivery of such RSUs may be delayed until the date of the director’s separation from board service, a specified date selected by the director, or the earlier to occur of the director’s separation from board service and a specified date selected by the director. RSUs that have been deferred may be delivered, at the election of the director, in a lump sum or in equal annual installments over a period of time not to exceed five years. Messrs. Daruvala, Guthrie and Smith and Ms. Caldwell have made an election to participate in the Director Deferral Election Program for 2022 and 2023.

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Executive Officers

Our executive officers are chosen by and serve at the discretion of the Board. Set forth below is information pertaining to our executive officers as of the date of this proxy statement:

Douglas H. Shulman

Chairman and Chief Executive Officer

Please see Mr. Shulman’s biographical information above under the heading “Corporate Governance — The Board of Directors — Director Biographies — Class II Directors — Terms expire in 2024.”

Micah R. Conrad

Executive Vice President and Chief Financial Officer

Mr. Conrad has served as Executive Vice President and CFO since March 2019. Mr. Conrad previously served as an Executive Vice President of the Company since March 2017 and as Senior Vice President of the Company from November 2015 through March 2017. Prior to that, Mr. Conrad served as Chief Financial Officer of OneMain Financial Holdings, Inc. (a consumer finance lender) from 2013 until November 2015, when it was acquired by the Company (then known as Springleaf Holdings, Inc.) from Citigroup (a global banking institution). Before taking his position at OneMain Financial Holdings, Inc., Mr. Conrad was a Managing Director at Citigroup and served in a variety of senior finance roles within Citi Holdings, Global Wealth Management, and Institutional Clients Group. Mr. Conrad also serves as a Director, President and Chief Executive Officer of our subsidiary, OneMain Finance Corporation (“OMFC”).

Rajive Chadha

Executive Vice President and Chief Operating Officer

Mr. Chadha has served as Executive Vice President and Chief Operating Officer since June 2019. Mr. Chadha previously served as Executive Vice President, Head — Consumer Bank Products & Origination Partnerships at Regions Bank, the banking subsidiary of Regions Financial Corporation, from 2015 until he joined the Company. From 2013 to 2015, he was Head of Strategic Initiatives — Payments & Banking at Discover. Mr. Chadha was President of Diners Club International Ltd., a subsidiary of Discover, from 2008 to 2012. Before that, he spent approximately 20 years at Citigroup (a global banking institution) and held a number of positions, including President of the North America Auto Finance Division, Retail Mortgage Head and Chief Operating Officer of the Consumer Lending Division, where he managed the home equity and personal loans business. Mr. Chadha holds a Master of Business Administration degree from the Indian Institute of Management, Ahmedabad, India and a Bachelor of Arts (Honors) degree in Economics from St. Stephen’s College, Delhi, India.

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Executive Compensation

Proposal 2 – Say on Pay Proposal

We are requesting that stockholders approve an advisory resolution on the Company’s executive compensation as reported in this proxy statement. We urge stockholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes the Company’s executive compensation policies and procedures, as well as the Summary Compensation Table and other related compensation tables and narrative disclosures, which provide detailed information on the compensation paid to our named executive officers (“NEOs”), and enhancements made to the compensation program effective for 2023.

At our 2020 Annual Meeting of Stockholders, our stockholders were asked to vote on a proposal seeking their views as to whether the say-on-pay vote should be held every year, every two years, or every three years. A majority of stockholders voting on the matter indicated a preference for holding such vote every three years. Accordingly, the Board decided that the non-binding vote to approve the compensation of the Company’s NEOs will be held every three years. At our 2020 Annual Meeting of Stockholders, our stockholders also approved, on an advisory basis, the compensation paid to our NEOs, with approximately 87% of votes cast in favor. The Board and the Compensation Committee reviewed these results and continue to enhance, and engage with stockholders on, our executive compensation policies.

The Say on Pay Proposal gives stockholders the opportunity to express their views on our NEOs’ compensation. Your vote is not intended to address any specific portion of our compensation program, but rather to address our overall approach to and objectives of the compensation paid to our NEOs as described in this proxy statement. In accordance with Section 14A of the Exchange Act we are requesting that our stockholders approve the following advisory resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders hereby approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and the executive compensation tables and accompanying narrative disclosures in this proxy statement.”

Our executive compensation program is designed to attract, motivate, and retain key executives, and to align the interests of NEOs with the long-term interests of the Company’s stockholders. We believe that our compensation program, as further enhanced in 2023, aligns NEO compensation to performance and stockholder interests.

This proposal to approve the resolution regarding the compensation paid to our NEOs requires the affirmative vote of a majority of the shares present, in person or by proxy, and entitled to vote on this matter. If you abstain from voting on this matter, your shares will be counted as present for the purpose of establishing a quorum, and the abstention will have the same effect as a vote against this proposal. Broker non-votes, if any, will not have any effect on this proposal.

While this vote is non-binding, the Board and Compensation Committee value the views of stockholders and intend to consider the outcome of the vote, as appropriate, in making future compensation decisions for our NEOs.

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes our executive officer compensation program and the process by which our Compensation Committee (within this CD&A, the “Committee”) makes decisions designed to align the compensation of our executives with our business strategy and performance and reward achievement of financial targets and effective strategic leadership.

For 2022, our NEOs were:

Douglas H. Shulman, Chairman and Chief Executive Officer;

Micah R. Conrad, Executive Vice President and Chief Financial Officer; and

Rajive Chadha, Executive Vice President and Chief Operating Officer.

Our CD&A is organized in the sections referenced below:

2022 Financial Highlights

We delivered solid financial results in 2022 despite elevated inflation and a difficult macroeconomic environment, and continued to support our team members and our business to maximize long-term value for our stockholders. Our management team focused on our strategic priorities of managing the core loan business through economic uncertainty while continuing to provide access to credit and support for our customers, continuing to invest in new products and our omnichannel platform, building upon our data analytics and leveraging new technologies to underwrite more customers and interact more seamlessly, being the employer of choice for our team members, and advancing our best-in-class funding strategy to operate effectively in both good and challenging times. These strategic priorities align with the focus areas of the qualitative component of our annual incentive compensation program, including positioning for the future, continuing to optimize our core business, stabilizing our core business to accommodate growth, continuing to maintain and strengthen the balance sheet, and driving our mission as a socially responsible company.

Following the end of the year, the Committee determined actual annual and long-term incentive awards for the NEOs based on an assessment of the achievement of the financial and qualitative performance goals set at the beginning of the fiscal year.

Select Highlights for 2022 Include:

•

Grew our Consumer and Insurance segment (“C&I”) Managed Receivables (“Managed Receivables”)* by 6% to approximately $20.8 billion and had approximately $1.1 billion of C&I Capital Generation*, allowing us to continue to invest in our future while also returning significant capital to our stockholders

​

•

Continued our disciplined BrightWay credit card rollout, expansion of secured lending distribution channels, and made further investments in digital, data science, and new products and channels, which are contributing to growth

​

•

Completed our inaugural Social ABS issuance in which we issued $600 million of notes backed by personal loans made in rural communities, with 75% of such loans made to borrowers with annual net

​

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income of  $50,000 or less, reinforcing our commitment to financial inclusion and providing underrepresented communities with access to safe, affordable credit

•

Committed $50 million to support minority depository institutions and a disabled military veteran-owned and operated investment bank supporting job placement and transition services for veterans

​

•

Distributed free, digital financial education to 2,000 mostly low-to-moderate income high schools and 130,000 students nationwide over four academic school years through Credit Worthy by OneMain Financial, a $4 million service contract with EVERFI, a global social-impact technology provider

​

•

Announced awards of up to $300,000 in scholarships over four years in connection with Credit Worthy by OneMain Financial

​

•

Rolled out Trim, our money-saving and financial wellness platform, to all of our customers

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•

Supported customers through our borrower’s assistance programs and providing credit access to a consumer segment that is generally underserved by the traditional banking system

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•

Focused on supporting our customers, especially those most pressured by inflation, through our community-based branch network

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•

Continued to provide significant capital returns to stockholders through a steady and increasing dividend yield, and programmatic share repurchases

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*

See Appendix A for reconciliation of non-GAAP financial measures and descriptions of certain key performance indicators and a reconciliation of such measures to the most directly comparable measures calculated under GAAP.

​

Our results in 2022 support our long-term value creation strategy even in a difficult economic environment, and we will continue to prioritize investment in our business through underwriting of high-quality loans and capital generation initiatives. Our continued focus on optimizing and strengthening our core business, maintaining the strength of our balance sheet, launching new product initiatives and deepening relationships with our customers has resulted in outperformance relative to the NYSE Composite Index, the NYSE Financial Sector Index and our peers over the last three years.

3-Year Total Stockholder Return(1)

(1)

Includes reinvestment of dividends; measured from January 1, 2020 to December 31, 2022; peer group listed on page 44.

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Executive Compensation Overview

We believe our executive compensation program should reflect our pay for performance philosophy, under which the compensation of our NEOs is closely tied to the delivery of value for our stockholders. The Compensation Committee establishes our annual compensation program early in our fiscal year as part of its assessment of prior year performance and establishing objectives for the current year. The decisions described below reflect the Committee’s actions in early 2023, when it oversaw a realignment of our executive compensation program and approved 2022 compensation decisions.

Compensation Enhancements Effective for 2023

In early 2023, the Compensation Committee approved a redesign of the Company’s executive compensation program to better align to the structures more commonly in place across public companies with a diversified

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stockholder base, and at our peers. The enhanced program reflects our current business and short- and long-term strategic objectives and the current economic environment, considers the input of our stockholders, and was implemented as part of the transition away from a large portion of the Company’s equity being owned by a consortium of private equity funds. The new program is more in line with market practices, while retaining our objective of attracting, retaining and incentivizing key talent.

As part of the new program, we are simplifying the structure and moving away from periodic one-time awards, reducing the need for the Committee to take actions outside of the core program. In addition, RSUs will no longer be granted as a component of our annual incentive program. To support this transition, for 2023, executive base salaries and target bonuses were geared toward peer medians, while grants of RSUs and PSUs were higher than they likely will be on a go-forward basis.

A summary of the enhancements to the program effective for 2023 include:

Annual incentive

•

The number of financial performance metrics for the annual incentive was decreased to three, while retaining the qualitative strategic factors component.

​

•

Annual incentive awards will be paid in cash and are intended to represent approximately one-third of target incentive opportunity after the initial transition year.

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Long-term incentive

•

Long-term incentives will be split evenly between RSUs and PSUs and are intended to represent approximately two-thirds of target incentive opportunity after the initial transition year (equity was weighted higher in fiscal 2023).

​

•

RSUs will be granted at the beginning of the three-year vesting period, with vesting to occur in three annual installments subject to continued service.

​

•

Relative TSR was added as an upward or downward modifier within the PSU portion of the long-term program.

​

•

Payment of dividend equivalents on unvested PSUs was eliminated.

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The adjustments to our compensation program described above will be reflected in the proxy statement for our 2024 Annual Meeting that will report compensation paid for 2023. As a result of the change in our practices for granting RSUs, the Summary Compensation Table for 2023 will include two RSU grants for each of our NEOs — the equity portion of the 2022 annual incentive that was based on our 2022 performance and paid in RSUs in early 2023, and the new 2023 long-term incentive RSU grant, which was awarded in early 2023. This overlap in grants is for 2023 only.

2022 Target Total Direct Compensation

Our NEO compensation program for 2022 is consistent with our pay-for-performance philosophy and reflects a target for total direct compensation, which the Committee established in early 2022 as part of its assessment of 2021 performance.

Target total direct compensation in 2022 was comprised of the following elements:

Base salary, designed to provide a competitive level of set pay relative to a group of peer companies (the “Peer Group”), as discussed below.

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Annual incentive, based on the achievement of annual financial performance metrics and qualitative strategic factors and paid out in the form of:

•

Cash incentive, which is paid in a lump sum; and

​

•

Performance-based restricted stock units, which vest in three equal annual installments subject to continued service.

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Long-term, performance-based equity awards, comprised of PSUs, which are earned subject to the achievement of additional pre-established performance goals and continued service for a three-year performance period.

We believe incentive compensation should constitute a significant majority of an executive officer’s compensation. The charts below reflect the 2022 target total direct compensation mix for our CEO and other NEOs.

Target Total Direct Compensation Mix

For 2022, target incentive awards consisting of cash incentive and performance-based RSUs, each representing approximately one-third of an executive officer’s target incentive compensation opportunity, tie payout to the achievement of annual financial and qualitative performance metrics. Performance shares represent the remaining one-third of an executive officer’s target incentive compensation opportunity, with payout determined based on the achievement of cumulative three-year performance objectives related to our Economic Earnings. The table below provides the 2022 target total direct compensation opportunity for our NEOs, which consisted of base salary, annual incentive award target (payable in the form of cash incentive and performance-based RSUs) and the target value of long-term incentive awards (PSUs). This information is intended to supplement, but not replace, the information reported in the Summary Compensation Table, which reports 2022 compensation in the format required by SEC rules.

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​

*

The amounts in this table reflect targeted amounts at the time the Committee made its 2022 annual compensation determinations in January 2022.

​

**

Annual incentive target is equal amounts cash and performance-based RSUs.

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Compensation Philosophy

Our objective is to provide a market-based total compensation program tied to performance and aligned with the interests of our stockholders. We view compensation practices as a means for communicating our performance goals and standards of conduct and for motivating and rewarding team members in relation to their achievements.

We observe the following guiding principles in setting executive compensation:

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Key Compensation Practices

The Committee has adopted the following practices to support its commitment to the above guiding principles:

The Committee designed a compensation program to provide our NEOs with target compensation that is competitive with that of the Peer Group and with compensation tied directly to the Company’s operating performance, stock price and TSR. Individual components of compensation may be greater or less than the target, and actual compensation delivered may vary significantly from the target based on Company or individual performance and changes in our stock price.

The following table presents the principal components and the purpose of each component of the 2022 total direct compensation to our executive officers:

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​

*

Refer to Appendix A for a description of these non-GAAP financial measures and reconciliations to the most directly comparable measures calculated under GAAP.

​

As discussed above, in early 2023, the Compensation Committee approved a redesign of the Company’s executive compensation program, including to simplify and realign the metrics used for annual incentive determinations, grant RSUs as part of long-term incentive rather than as a part of annual incentive awards, and add relative TSR as an upward or downward modifier of the PSUs.

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2022 Total Direct Compensation Components in Detail

The Committee determines the individual compensation components of the program within the competitive target value for an executive officer’s total direct compensation.

Base Salary

Base salary is the only fixed component of our executives’ total direct compensation that establishes a minimum level of cash compensation for our executive officers, including the NEOs.

The Compensation Committee annually reviews the base salaries of our NEOs considering on market data, evolving responsibilities of the position, and individual performance. Based on this input, the base salary for Mr. Shulman has not changed since 2021 and the base salary for each of Messrs. Conrad and Chadha increased by 11% from 2021 to 2022.

Annual Incentive Compensation

Our executive officers are eligible to receive annual incentive compensation contingent upon the attainment of specific, pre-established financial performance metrics and strategic objectives for the Company, which are intended to drive sustainable growth and create long-term stockholder value. Annual incentive compensation for 2022 was paid in the form of a combination of cash and performance-based RSUs. Cash incentive and performance-based RSUs are each intended to reflect one-third of an executive officer’s total annual target incentive compensation opportunity.

The Committee set annual incentive compensation targets for the NEOs and a performance range with accompanying variability of compensation was determined for each metric at the beginning of the year. Following the determination of performance at the end of the year, the annual incentive awards were paid in a combination of cash and performance-based RSUs. RSUs issued as performance-based annual incentive compensation vest over three years, with the first installment vesting at the time the Committee certifies that the applicable performance goals have been achieved (based on goals established early the preceding year) and the second and third installments vesting one and two years later.

For 2022, annual incentive compensation comprised 80% financial performance metrics and 20% qualitative metrics. The financial performance metrics were selected to align compensation with our business strategy and performance and to reward achievement of financial targets and effective strategic leadership. For 2022, the Committee determined to add New Products and Channels Originations in place of C&I Net Charge-Offs and update metric weightings to place more of a focus on building for the future and remove redundancy that existed within the metrics. Each quantitative metric was capped at 150% of target, which served as a cap for the annual incentive opportunity. Qualitative metrics were selected to align with the Company’s strategic objectives and assigned an achievement value of up to 150%.

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*

Refer to Appendix A for a description of these non-GAAP financial measures and reconciliations to the most directly comparable measures calculated under GAAP.

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Qualitative strategic factors, representing 20% of our annual incentive award, included:

•

positioning for the future;

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•

continuing to optimize our core business;

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•

stabilizing our core business to accommodate growth;

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•

continuing to maintain and strengthen the balance sheet; and

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•

driving our mission as a socially responsible company.

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The Committee evaluated performance against pre-established qualitative strategic objectives and the Company’s progress on its strategic priorities for 2022 and determined that a 100% achievement level was appropriate. The Committee considered the following actions under the leadership of our NEOs:

•

Actively managed through a dynamic credit environment, which included quickly adjusting the credit box and revising collections strategy, while also continuing to execute on strategic efforts for digital loan closing, expanding email and former customer originations, and expanding central sales.

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•

Significant progress made on new products and channels including the continuation of a disciplined BrightWay credit card roll-out, expansion of our secured lending distribution channel partnerships, providing Trim financial wellness benefits to our customers, and continuing to enhance point-of-sale partnership opportunities.

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•

Improvements in our analytics and data science teams and capabilities, including deployment of new bank account data attributes into our already sophisticated underwriting, and the development of early risk indicator models which have enhanced our risk identification.

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•

Matured our foundational capabilities in technology with key performance indicators showing improvements across all core metrics (e.g., greater system availability, reduced major incident minutes, enhanced speed of resolution).

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•

Continued to enhance our cybersecurity program under the leadership of the new CISO hired in 2022.

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•

Positioned ourselves as an employer of choice with increased employee engagement scores, being named one of America’s 100 Most Loved Workplaces by Newsweek, creating Diverse Leaders and Women’s Leadership programs, and launching of Credit Worthy in public schools across the country.

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•

Continued to advance our funding and investor strategy, including raising over $3 billion in a challenging capital markets environment. Renewed and added bank partners, maintained a 24-month liquidity runway, and shifted the equity investor base by increasing the number of long only investors.

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Achievement level of the annual compensation metrics is included in the table below. In approving final payouts, as permitted by the plan, the Committee determined to adjust the annual incentive metrics from our reported results to avoid penalizing management for executing on decisions that were designed to drive stockholder value creation over the medium- to long-term, but reduced the short-term annual performance metrics. Specifically, the Committee considered certain prudent management actions taken in response to macroeconomic developments during the course of the year, including tightening credit requirements for riskier segments of our originations and moderating our planned credit card rollout. These actions had not been contemplated at the beginning of the year when targets were established and had the effect of reducing our short-term performance. The achievement level was 88% of target based on the adjusted annual incentive metrics to account for the impact of these actions, while the achievement level would have been 61% based on our reported financial results. The actions undertaken to protect the business also negatively impacted our earnings and, as a consequence, the performance of outstanding PSUs. However, while the Committee determined it was appropriate to apply adjustments to the annual incentive, the Committee did not apply adjustments or positive discretion to the 2020-2022 PSUs given the longer-term focus of such awards. As described below the 2020-2022 PSUs paid out at 66%.

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​

(1)

Refer to Appendix A for a description of these non-GAAP financial measures and reconciliations to the most directly comparable measures calculated under GAAP.

​

The table below reflects the target and earned annual incentive amounts based on the 88% payout ratio reflected in the preceding table, as well as the value of the cash and performance-based RSU components of the total earned annual incentive compensation.

​

(1)

Performance-based RSUs under our 2022 annual incentive program were granted in January 2023 and, in accordance with SEC rules, will be reported as 2023 compensation in the Summary Compensation Table in the proxy statement for our 2024 Annual Meeting. The price used to determine the number of performance-based RSUs granted was $37.86, which was the volume-weighted average of the closing price for the ten trading days preceding the grant date of January 20, 2023. The value of the performance-based RSU component is computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“ASC 718”), based on a closing grant date stock price of  $40.50 multiplied by the number of performance-based RSUs that were granted.

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Long-Term Performance-Based Equity Awards

PSUs reflect approximately one-third of an executive officer’s total target incentive compensation opportunity. PSUs for the 2022-2024 performance period will be earned upon the attainment of three-year cumulative performance goals tied to two metrics:

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*

Refer to Appendix A for a description of these metrics.

​

The Committee selected these metrics for 2022 as they align with our messaging to the market and how we are managing the business over the longer term. The Committee has discretion to adjust the metrics if net charge-offs exceed 7% in any calendar year during the performance period. PSUs have possible payouts ranging between 0% and 150% of the target level. The following reflects target PSU opportunity for our NEOs:

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2022 Performance-Based Awards

Payout of 2020-2022 PSUs Granted in Prior Years

In January 2023 the Committee determined final payout levels for PSU awards granted in 2020 with a performance cycle ending at the end of 2022. For the three-year performance period, our Economic Average Diluted EPS Growth was 6.8% and our Economic Average Unlevered Return was 12.9%, resulting in a payout of 66% for the 2020-2022 performance cycle. No adjustments were made to the financial metrics for determining payouts. Economic Average Diluted EPS Growth and Economic Average Unlevered Return are non-GAAP financial measures. Refer to Appendix A for a description of these non-GAAP financial measures and reconciliations to the most directly comparable measures calculated under GAAP.

Outstanding Performance Option Awards

In 2018 and 2019, the Committee granted cash-settled performance-based awards (the “Performance Option Awards”) to our NEOs, which were intended to provide additional incentives to significantly grow the Company following the completion of the Consortium Acquisition and the related changes to our Board and executive management. The Performance Option Awards were granted in three tranches for each NEO and were subject to achievement of double-trigger vesting conditions based on: (x) a reduction in the Company’s common stock owned by the Consortium to specified levels and (y) the Company’s stock attaining (i) a specified volume-weighted average trading price (“VWAP”) over a consecutive six-month period ending on or before the date the Consortium reduced its ownership below the applicable level or (ii) a fair market value on the date following such reduction in ownership that was not less than 10% below the applicable VWAP trigger.

The Performance Option Awards were designed to closely align the interests of our management team with those of our stockholders, and vesting of the first two of the three tranches required that the Consortium, and therefore our stockholders generally, receive substantial pre-specified returns on investment based on the stock price at the time of the Consortium Acquisition. Such vesting conditions related to the first two tranches of the Performance Option Awards were satisfied in 2021.

In 2021, the Performance Option Awards were amended to extend the period to achieve the specified VWAP over a consecutive six-month period from the applicable Consortium sell-down date until July 2024, subject to the NEO’s continued employment through the vesting date or an earlier qualifying termination of employment.

The third tranche of the Performance Option Awards, representing approximately one-fifth of the Performance Option Awards (125,000 shares for Mr. Shulman and 40,000 shares for each of Messrs. Conrad and Chadha), remains unvested with a VWAP trigger as of December 31, 2022 of  $73.61, with respect to Mr. Shulman, and $74.11, with respect to Messrs. Conrad and Chadha, as reported in the Outstanding Equity Awards at 2022 Fiscal Year-End Table. This VWAP trigger, as adjusted per the award terms for one-half of future dividends, must be achieved for a consecutive six-month period by July 2024 for vesting to occur.

We provide benefit programs that are designed to be competitive with market and provide reasonable security for employees. For 2022, welfare and retirement benefits were offered at essentially the same level to all U.S. salaried employees, including executive officers.

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Retirement Benefits

All of our NEOs are eligible to participate in our general tax-qualified, defined contribution retirement savings 401(k) plan. We match a percentage of each participant’s contributions to the 401(k) plan up to the statutory limits.

Our NEOs are not eligible to participate in our tax qualified pension plan, which was frozen effective December 31, 2012.

In October 2021, the Committee adopted the OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan (the “NQDC Plan”) which provides eligible participants, including our NEOs, with the option to defer receipt of some or all of their annual cash incentives and some of their base salaries, in each case, that are earned on or after January 1, 2022. The Committee determined to adopt such plan after reviewing our executive compensation plans in light of our goals and objectives, and deemed it to be in our and our stockholders’ best interests to provide certain employees with additional opportunities to defer compensation. Eligible participants include all employees with a base salary equal to or in excess of  $200,000, including each of our NEOs. Participant contributions will be fully vested at all times. Employer contributions are not permitted under the NQDC Plan. Distributions of participant accounts will be made following a participant’s separation of service, death, disability, unforeseeable emergency or as of a future payment date specified by the participant. For additional information, please see “Compensation Discussion and Analysis — Executive Compensation Tables — 2022 Nonqualified Deferred Compensation.”

Welfare Benefits

Each of our executive officers is eligible to participate in our various group health and welfare benefit plans and fringe benefit programs that are generally available to all of our employees on a non-discriminatory basis.

Severance and Change-in-Control Arrangements

For discussion of our severance and change-in-control arrangements, including a description of our Executive Severance Plan and the employment agreements with Messrs. Shulman and Chadha, please see “Compensation Discussion and Analysis — Executive Compensation Tables — Severance and Change-in-Control Arrangements.”

Other Compensation

Other compensation for our executive officers consists primarily of dividend equivalents with respect to unvested and outstanding RSUs, PSUs, and Performance Option Awards. Such awards are credited with dividend equivalents equal to the per share cash dividends paid on our common stock, multiplied by the total number of equity awards subject to the award that are outstanding on the record date for such dividend. Half of the dividend equivalents are paid at the time of the dividend and half accrue and are paid at the time of vesting. The crediting of dividend equivalents is meant to treat the equity award holders consistently with stockholders, which serves to further align the interests of our executive officers with our stockholders, with half of the amount deferred until vesting for retention purposes. Because they are not included in the grant date fair value of awards, dividend equivalents are reported in the All Other Compensation column of the Summary Compensation Table.

We generally limit perquisites for our executive officers, and when perquisites are provided they are limited to items that serve a reasonable business purpose.

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Role of the Compensation Committee

The Committee is responsible to our Board for overseeing the development and administration of our executive compensation and employee benefit plans and practices. The Committee, which consists of three independent directors, is responsible for the review and approval of all aspects of our executive officer compensation program.

The Committee is responsible for evaluating annually the performance of each of our NEOs and determining and approving their compensation (including, but not limited to, base pay and annual and long-term incentive award opportunities) based on such evaluation. Additionally, the Committee is responsible for the following, among its other duties:

•

Reviewing the Company’s executive compensation plans, including the goals and objectives relevant to compensation;

​

•

Evaluating the performance of our executive officers in light of such goals and objectives;

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•

Reviewing and approving any severance or termination arrangements to be made with any executive officer;

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•

Reviewing any perquisites or other personal benefits provided to any executive officer; and

​

•

Reviewing whether incentive and other forms of pay encourage excessive risk-taking and the relationship between risk management policies and practices, corporate strategy and the Company’s compensation arrangements.

​

The role of the Committee is described in detail in the Compensation Committee Charter, which is available under the Corporate Governance tab on our investor relations website at http://investor.onemainfinancial.com. The Committee is supported in its work by our Executive Vice President, Chief Human Resources Officer, her staff, and the Committee’s independent compensation consultant, as described below.

Role of the Independent Compensation Consultant

The Committee recognizes the importance of using an independent compensation consultant that provides services to our Board and its committees. In 2022, the Committee retained FW Cook as its independent executive compensation consultant to provide independent advice, information and analysis on executive compensation, incentive plan performance measures and compensation program design and developments. FW Cook is engaged by and reports directly to the Committee, and the Committee may replace its compensation consultant or hire additional consultants at any time. A representative of FW Cook attends meetings of the Committee, when requested, and communicates with the Committee Chair between meetings.

Compensation Consultant Independence

The Committee has assessed the independence of FW Cook pursuant to the NYSE rules, and the Committee has concluded that the work performed by FW Cook for the Committee during 2022 did not raise any conflicts of interest that would prevent FW Cook from independently advising the Committee.

Role of Management

The Committee receives recommendations from the CEO, working with management, regarding our executive compensation structure, metrics, and goals. Our CEO does not make any recommendations with respect to his own compensation.

The Committee also receives information from our CFO and General Counsel to evaluate whether our incentive compensation programs for our executive officers and other employees encourage responsible

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investment of our resources and do not unintentionally encourage or reward imprudent risk-taking. After a review of our compensation plans by our CFO and General Counsel, who provided the Committee with a briefing at its April 2023 meeting, the Committee concluded that our compensation plans were well designed and well documented. Additionally, our incentive compensation plans were not unbalanced such that they encourage excessive or unnecessary risk-taking that would endanger the reputation or financial well-being of the Company or otherwise have any material adverse effect on the Company.

Stockholder Feedback

At our 2020 Annual Meeting, our stockholders voted in favor of conducting advisory votes on our executive compensation program on a triennial basis. We also conducted an advisory vote on our executive compensation program at our 2020 Annual Meeting, at which approximately 87% of the votes cast were in favor of our executive compensation program. Following the vote, the Board and the Compensation Committee reviewed these results and continue to enhance, and engage with stockholders on, our executive compensation policies. At the 2023 Annual Meeting stockholders are again being asked to vote, on an advisory basis, on the compensation paid to our NEOs (see Proposal 2).

Peer Group

In the course of designing and implementing our executive compensation programs, the Committee uses compensation data compiled from a group of publicly traded peer companies in the diversified financial services industries (including banking, consumer finance, thrifts and mortgage finance), as well as the specialty retail and IT services industries. The Committee periodically reviews and updates the Peer Group, as necessary, upon the recommendation of its independent compensation consultant. We believe our Peer Group represents the industries with which we currently compete for executive talent, and also includes our principal business competitors.

The Committee relies on various sources of compensation information to determine the competitive market for our NEOs. To assess the competitiveness of our executive compensation program, we (together with our independent compensation consultant) analyze Peer Group compensation data obtained from peer

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company proxy materials as well as compensation and benefits survey data provided by other national compensation consulting firms. As part of this process, we measure our program’s competitiveness by comparing relevant market data against actual pay levels within each compensation component and in the aggregate for each executive officer position. We also review the mix of our compensation components with respect to fixed versus variable, short-term versus long-term, and cash versus equity-based pay. This information is then presented to the Committee for its review and use.

Accounting and Tax Treatment

The accounting and tax treatment of the elements of our executive compensation is one factor considered in the design of the program. Although the Committee may consider the impact of tax and accounting consequences when developing and implementing the Company’s executive compensation program, the Committee retains the flexibility to design and administer a compensation program that is in the best interests of the Company and its stockholders.

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Executive Compensation Tables

2022 Summary Compensation Table

The table below summarizes information regarding compensation for the years 2020 through 2022, as applicable, for each of our NEOs.

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(1)

The amount in this column reflects the salary each NEO received as base salary in the year reported.

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(2)

This column reports the grant date fair value of each form of equity award granted to our NEOs in accordance with ASC 718.

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For 2022, the amounts in this column include performance-based RSUs reflecting the equity component of our 2021 annual incentive program and 2022 annual PSU grants. The 2022 amounts are reflected in the following table:

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(a)

The performance-based RSUs granted in early 2022 as the equity component of the 2021 annual incentive awards vest in three equal increments following the grant date based on continued service, with one-third having vested on February 18, 2022, one-third having vested on February 17, 2023 and one-third vesting on February 20, 2024.

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(b)

The reported grant date fair value of the PSUs reported in this column and included in the Summary Compensation Table is based on target payouts of such awards. If the maximum level of performance had been assumed, the grant date fair value of such PSUs would have been $3,181,085 for Mr. Shulman, $905,365 for Mr. Conrad and $856,434 for Mr. Chadha. The PSUs will vest after three years if the performance goals established by the Committee for the 2022-2024 performance period are attained, although as of December 31, 2022 the PSUs were tracking below the minimum performance levels required for vesting.

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For a summary of the assumptions used in the valuation of these equity-based awards, please see Note 16, Share-Based Compensation, to our audited consolidated financial statements included in the 2022 Annual Report.

(3)

The amounts in this column reflect (i) the annual cash awards paid with respect to performance for the applicable year under the annual incentive program and (ii) for 2021 only, payment to each of Messrs. Conrad and Chadha of the 2019-2021 performance-based cash awards in the amount of  $1,000,000 each.

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(4)

The amounts shown in this column include the following for 2022:

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​

(a)

The values in this column represent dividend equivalent payments during 2022 in respect of RSUs, PSUs and Performance Option Awards held by our NEOs. These amounts are reported in this column because they are not included in the grant date fair value of awards.

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2022 Grants of Plan-Based Awards Table

The table below summarizes information regarding grants of plan-based awards to our NEOs during 2022.

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(1)

Represents cash awards under the 2022 annual incentive program. The amounts reported represent the threshold, target and maximum awards (50%, 100% and 150% of target, respectively) that could be earned based on achievement of quantitative and qualitative goals as determined by the Committee. Based on the actual achievement for 2022 under the terms of the annual incentive program, the Committee approved cash payouts in early 2023 at 88% of target, as reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table for 2022 above.

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(2)

Represents annual PSUs granted in 2022. The PSUs will vest after three years on a date to be determined by the Committee, to the extent earned based upon the attainment of performance goals established by the Committee for the 2022-2024 performance period and as further described in the CD&A.

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(3)

Represents performance-based RSUs granted under the 2021 annual incentive program. The amount reported in this table represents the performance-based RSUs that were granted in early 2022 following the Committee’s determination that 2021 performance goals had been achieved. The performance-based RSUs vest in three equal annual installments, with one-third having vested on February 18, 2022, one-third having vested on February 17, 2023 and one-third vesting on February 20, 2024.

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(4)

Amounts reported in this column are calculated in accordance with ASC 718 based on the probable achievement of the underlying performance conditions. For a summary of the assumptions used in the valuation of these equity-based awards, please see Note 16, Share-Based Compensation, to our audited consolidated financial statements included in our 2022 Annual Report.

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The 2022 Grants of Plan-Based Awards Table reports the dollar value of cash (non-equity) incentive awards and the number and value of equity awards granted to each executive officer during 2022. With regard to cash incentives, this table reports the range of potential values that could have been obtained by the executive officer; whereas the Summary Compensation Table reports the actual value realized for 2022. Equity amounts represent the grant date values of the awards determined under ASC 718 for purposes of financial statement reporting, which are based on probable outcomes. Grant date fair values reflected in the

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2022 Grants of Plan-Based Awards Table do not include dividend equivalent payments with respect to the underlying equity-based awards.

Outstanding Equity Awards at 2022 Fiscal Year-End Table

The following table summarizes the equity awards held by our NEOs that were unvested and outstanding as of December 31, 2022.