DEF 14A of OneMain Holdings, Inc., Apr 26, 2024

DEF 14A of OneMain Holdings, Inc.

Filed Apr 26, 2024 · FY20230001104659-24-052921

Open on EDGAR

  1. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors The terms of the Class II directors, consisting of Philip L. Bronner, Toos N. Daruvala and Douglas H. Shulman, will expire at the Annual Meeting. The Board has nominated each incumbent Class II director to serve as a continuing director for a new three-year term expiring at the 2027 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. Pursuant to an amendment to our Bylaws that our stockholders approved at the 2023 Annual Meeting of Stockholders, the director nominees will be elected if they receive a majority of votes cast. In determining whether to nominate each of the Class II 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, skills, integrity, character and business judgment 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. At our 2023 Annual Meeting, we put forth a management proposal to declassify the Board, which did not receive the required level of support from stockholders to be approved. Following the 2023 Annual Meeting, we engaged with stockholders on this topic and based on their feedback, the Board determined not to propose the elimination of our classified Board structure again this year, but instead to continue to evaluate this structure as our stockholder base continues to evolve.

  2. Proposal 1 – Election of Directors

    | | The Board recommends a vote “FOR” the election of each of the nominees listed above for director. |

  3. The Board of Directors

    The Board of Directors

  4. The Board of Directors

    | | Name and Principal Occupation | Director Since | Committee Memberships | | | Douglas H. Shulman Chief Executive Officer and Chairman of OneMain Holdings, Inc. | 2018 | Executive | | | Roy A. Guthrie Retired Executive Vice President and Chief Financial Officer of Discover Financial Services | 2012 | Audit (Chair) Compensation (Chair) Executive Risk | | | Philip L. Bronner Co-founder of Ardent Venture Partners | 2021 | Audit | | | Phyllis R. Caldwell Former U.S. Treasury Chief Homeownership Preservation Officer and Former Bank of America President of Community Development Banking | 2021 | Compliance NCG |

  5. The Board of Directors

    | | Name and Principal Occupation | Director Since | Committee Memberships | | | Toos N. Daruvala Senior Partner Emeritus of McKinsey & Company | 2022 | Compliance Risk | | | Valerie Soranno Keating Senior Advisor to Private Equity Firms and Former Chief Executive Officer of Barclaycard | 2018 | Compliance (Chair) Risk | | | Aneek S. Mamik Partner and Head of Financial Services at Värde Partners, Inc. | 2018 | Risk (Chair) Compensation Executive NCG | | | Richard A. Smith Retired Chairman, Chief Executive Officer and President of Realogy Holdings Corp. | 2018 | NCG (Chair) Audit Compensation |

  6. Board Qualifications and Skills

    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 overall business strategy. We prioritize the regular review of our overall Board composition to ensure our directors, both individually and collectively, represent the skills, experiences and backgrounds that are integral to an effective and well-functioning Board that is relevant to OneMain’s current profile and strategic needs. 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 certain skills and experience that we have identified as important to the Board as a whole in light of our current business and structure. The directors’ biographies note each director’s relevant experience, qualifications and skills in these key areas, among others. 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 impact-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. 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.

  7. Director Skills Matrix

    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.

  8. Director Biographies

    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.

  9. Director Biographies

    | Class II Directors — Terms expire in 2024 | | | Philip L. Bronner, age 53 | Mr. Bronner is the co-founder of Ardent Venture Partners and is an investor in Method Financial and Collective. Before co-founding Ardent Venture Partners, Mr. Bronner was a founder and managing member of Summer League Ventures. Prior to Summer League Ventures, Mr. Bronner was a General Partner with Novak Biddle Venture Partners. Over the course of his career, Mr. Bronner has led 16, and was actively involved in 20, investments, totaling over $100 million. Mr. Bronner was the founder of Quad Learning, a venture-backed startup acquired by Wellspring Higher Education, served as a management consultant at McKinsey & Co. (“McKinsey”) and worked as a software engineer at IBM. Key Qualifications and Expertise Supporting Nomination • First-hand perspective as an active investor focusing on financial technology companies and cloud software-based businesses • Extensive experience working with and advising boards and management teams of growth-oriented financial technology companies • Demonstrated commitment to working to promote education, inclusion and opportunity | | Director Since 2021 Committees Audit | | | Toos N. Daruvala, age 68 | Mr. Daruvala joined McKinsey in 1983, was elected Senior Partner in 1995, and retired from the firm in 2015. At McKinsey, Mr. Daruvala led the Americas Risk Management Practice, the Americas Banking and Securities Practice and the build-out of McKinsey’s global Risk Advanced Analytics capability. Over the course of his career, he worked with financial services institutions on a broad range of strategic and operational matters. From 2016 to 2021, he was co-Chief Executive Officer of MIO Partners (“MIO”), an investment company wholly-owned by McKinsey. Mr. Daruvala is now a senior partner emeritus of McKinsey, a director at the Royal Bank of Canada and at MIO, and an adjunct professor at Columbia Business School. Mr. Daruvala currently serves on the board of the Royal Bank of Canada and previously served as the Chairman of the Risk Committee. He served on the board of CardConnect Corp., a provider of payment processing and technology services, from mid-2016 to July 2017. He is an adjunct professor and Executive-in-Residence at Columbia Business School. Key Qualifications and Expertise Supporting Nomination • Extensive and direct experience advising top financial services companies on a broad range of strategic and operational matters, including while leading the Americas Risk Management Practice and the Americas Banking and Securities Practice at McKinsey • In-depth knowledge of financial services, risk, data and analytics built through decades of leadership in the industry • Public board and risk management experience | | Director Since 2022 Committees Compliance Risk | |

  10. Director Biographies

    | Douglas H. Shulman, age 56 | Mr. Shulman joined the Company as President and CEO in September 2018 and has served as Chairman of the Board since December 2020. He has significant experience managing large, complex organizations at the intersection of financial services, data and technology. He came to the Company from BNY Mellon, a global investments company, where he served as Senior Executive Vice President, Global Head of Client Service Delivery from 2014 to 2018 and was a member of the Executive Committee. Prior to BNY Mellon, he was a Senior Advisor at McKinsey from 2013 to 2014. From 2008 to 2012, Mr. Shulman served as the Commissioner of the Internal Revenue Service, where he directed a transformation of the agency’s technology, drove customer service metrics to historic levels and led important breakthroughs in addressing international tax evasion. Previously, Mr. Shulman was Vice Chairman and, before that, President of Markets, Services and Information at FINRA and its predecessor company, the National Association of Securities Dealers, Inc., when it owned the Nasdaq Stock Market and the American Stock Exchange. Earlier in his career, Mr. Shulman was an entrepreneur, a vice president at a private investment firm and part of the founding team that launched Teach for America, a national non-profit that places teachers in low-income communities. He graduated from Georgetown University Law Center with a J.D., magna cum laude. He also holds an M.P.A. from the John F. Kennedy School of Government at Harvard University and a B.A. from Williams College. He currently serves on the Board of Trustees for the Carnegie Foundation for the Advancement of Teaching. Key Qualifications and Expertise Supporting Nomination • Successful leadership of OneMain Financial as Chairman and Chief Executive Officer • Extensive leadership experience in the financial services industry and government • Leadership in directing transformations and managing large, complex organizations at the intersection of financial services, data and technology • Demonstrated commitment to impact, including as part of the founding team that launched Teach for America; currently serves on the Board of Trustees for the Carnegie Foundation for the Advancement of Teaching | | Director Since 2018 Committees Executive | |

  11. Director Biographies

    | Class III Director Nominees — Terms expire in 2025 | | | Valerie Soranno Keating, age 60 | Ms. Keating has been senior advisor to a number of private equity firms in the U.S. and Europe since 2017. From November 2009 through May 2015, she was the Chief Executive Officer of Barclaycard, the global payments division of Barclays PLC (“Barclays”), with $60 billion in assets and over 30 million customers throughout the U.S., Europe and South Africa. Businesses in the Barclaycard portfolio included consumer credit, charge and prepaid cards, digital and in-store sales finance, commercial payments, online personal loans, online deposits, digital merchant offers, wearable payment devices and merchant acquisition. Before joining Barclays, Ms. Keating held a variety of executive positions at American Express Company from May 1993 through May 2009, including President, Travelers Cheques & Prepaid Services; Executive Vice President, Global Commercial Services; Executive Vice President, Global Merchant Services, Emerging Global Businesses & Network Expansion; and Vice President, Corporate Strategic Planning. Prior to that, she was a management consultant at Kearney, Inc. from September 1985 through July 1991 and at the Amherst Group Limited from July 1991 through May 1993. Ms. Keating has served on the board of CPI Card Group Inc. (where she is also Chair of the Nominating and Corporate Governance Committee, a member of the Audit Committee and member of the Compensation Committee) since May 2018. Ms. Keating also serves on a number of privately owned boards. Key Qualifications and Expertise Supporting Continued Service • Experience and success leading a complex financial organization as the Chief Executive Officer of Barclaycard • Wide-ranging and in-depth knowledge across a broad spectrum of payments and related businesses • Broad perspectives gained through public and private directorships, as well as through advisory roles to private equity firms operating in numerous sectors, where she has helped drive corporate change and build value | | Director Since 2018 Committees Compliance (Chair) Risk | |

  12. Director Biographies

    | Aneek S. Mamik, age 45 | Mr. Mamik is a partner and Global Head of Financial Services at Värde Partners, Inc. (“Värde”). He oversees credit and equity investments in consumer finance, commercial finance, as well as other sectors of specialty lending. Mr. Mamik is a member of the firm’s investment committee. Based in New York, he joined Värde in 2016, initially as Head of Financial Services for North America. Prior to joining Värde, Mr. Mamik spent 15 years at General Electric, where he most recently led mergers and acquisitions for GE Capital Headquarters (“GE Capital”). He led the initial public offering and subsequent $20 billion stock split off of Synchrony Financial. Mr. Mamik pursued acquisitions globally as part of GE Capital’s expansion and led some of the largest transactions in specialty finance. While at GE Capital, Mr. Mamik also had senior executive experience in capital allocation, strategy and finance across consumer and commercial lending. Mr. Mamik has board experience at several financial services businesses including Australia Stock Exchange listed Latitude Financial Services. Key Qualifications and Expertise Supporting Continued Service • Extensive financial and strategic experience in consumer finance and commercial finance industries, as well as other sectors of specialty lending • Extensive experience in private equity and mergers and acquisitions | | Director Since 2018 Committees Risk (Chair) Compensation Executive NCG | | | Richard A. Smith, age 70 | Mr. Smith is the retired Chairman, Chief Executive Officer and President of Realogy Holdings Corp. (“Realogy”), which at the time of his retirement was a global leader in residential real estate franchising with company-owned real estate brokerage operations, as well as relocation, title and settlement services. Prior to his retirement in December 2017, Mr. Smith led Realogy’s business operations for 21 years. Under Mr. Smith’s leadership, Realogy was recognized as one of the World’s Most Ethical Companies by Ethisphere Institute for seven consecutive years. Mr. Smith is a former member of the Business Roundtable, an association of chief executive officers of leading U.S. companies, a former commissioner on the Bipartisan Policy Center’s Housing Commission, and previously served on the Executive Committee of the Policy Advisory Board for Harvard University’s Joint Center for Housing Studies. Mr. Smith served as a director and member of the Audit, Nominating and Compensation Committees of TZP Strategies Acquisition Corp., a special purpose acquisition company, from January 2021 until January 2023. In addition, Mr. Smith was a member of the board of directors of Total Systems Services, Inc., a NYSE-listed company headquartered in Columbus, Georgia, prior to its 2019 merger with Global Payments Network, a NYSE-listed company headquartered in Atlanta, Georgia. Key Qualifications and Expertise Supporting Continued Service • Executive leadership experience and success through roles at Realogy • Deep knowledge and experience navigating the residential real estate and brokerage industries • Experience on boards of public companies within financial services, including Total Systems Services (later merged into global financial technology company, Global Payments) | | Director Since 2018 Committees NCG (Chair) Audit Compensation | |

  13. Director Biographies

    | Class I Directors — Terms expire in 2026 | | | Phyllis R. Caldwell, age 64 | Ms. Caldwell currently serves as a member of the Board of Directors of Ocwen Financial Corp., a non-bank mortgage servicer and originator, where she has served as a director since January 2015 and served as Chair from March 2016 until January 2023. She is owner and sole member of Wroxton Civic Ventures, LLC, which provides advisory services on various financial, housing and economic development matters, a position she has held since January 2012. She currently serves on the board of JBG Smith Properties, a position she has held since March 2021. In addition, she was elected to the board of Oaktree Specialty Lending Corporation, a business development company, effective December 31, 2021. She served on the board of Revolution Acceleration Acquisition Corp, a special purpose acquisition corporation, from December 2020 to July 2021. From October 2018 to October 2021, Ms. Caldwell was a member of the board of MicroVest Holdings, Inc., a privately held registered investment adviser. From January 2014 to September 2018, Ms. Caldwell served as a director of American Capital Senior Floating, Ltd., a business development company. Previously, Ms. Caldwell was Chief Homeownership Preservation Officer at the U.S. Department of the Treasury, responsible for oversight of the U.S. housing market stabilization, economic recovery and foreclosure prevention initiatives, from November 2009 to December 2011. In addition, Ms. Caldwell held various leadership roles in commercial real estate finance during her eleven years at Bank of America until her retirement from Bank of America in 2007, serving most recently as President of Community Development Banking. Key Qualifications and Expertise Supporting Continued Service • Extensive experience in the housing and financial services industries, both in the private sector and as a senior government official with oversight of U.S. housing market stabilization, economic recovery and foreclosure prevention initiatives • Extensive public board experience across financial services companies including within mortgage lending • Demonstrated commitment to working to promote inclusion and opportunity through government service and service on the boards of several non-profit organizations within housing and community development finance | | Director Since 2021 Committees Compliance NCG | |

  14. Director Biographies

    | Roy A. Guthrie, age 70 | Mr. Guthrie has served as our Lead Independent Director since the 2014 Annual Meeting of Stockholders. He previously served as Executive Vice President and Chief Financial Officer of Discover Financial Services (“Discover”), a direct banking and payment services company, from 2005 through April 2011. He retired from Discover in January 2012. Prior to joining Discover, Mr. Guthrie was President and Chief Executive Officer of CitiFinancial International, LTD, a consumer finance business of Citigroup Inc. (“Citigroup”), from 2000 to 2004. In addition, Mr. Guthrie served on Citigroup’s management committee during this period of time. Mr. Guthrie also served as the President and Chief Executive Officer of CitiCapital from 2000 to 2001. Mr. Guthrie served as Chief Financial Officer of Associates First Capital Corporation, a consumer finance lender, from 1996 to 2000, while it was a public company, and served as a member of its board of directors from 1998 to 2000. Prior to that, Mr. Guthrie served in various positions at Associates First Capital Corporation, including Corporate Controller from 1989 to 1996. In addition, Mr. Guthrie has served as a director and Chairman of the Audit and Risk Committee of Mr. Cooper Group Inc., a residential mortgage loan originator and servicer, and its predecessor, Nationstar Mortgage Holdings, Inc., since February 2012. He has served as a director and Chairman of the Risk Committee of Synchrony Financial, a private label credit card issuer, since July 2014. He previously served as Chief Executive Officer of Renovate America, Inc. from October 2017 through December 2020. Key Qualifications and Expertise Supporting Continued Service • Leadership experience as a chief financial officer of two publicly traded companies • Vast experience with and knowledge of the consumer finance industry, with experience and background in finance and accounting • Extensive experience as an executive officer and public company director across financial services companies, taking on leadership roles particularly within audit and risk | | Director Since 2012 Committees Audit (Chair) Compensation (Chair) Executive Risk | |

  15. Director Independence

    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 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, which vested in installments ending in 2023, in recognition of services provided in helping the Company develop credit card offerings. 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.

  16. Selection of Director Nominees

    Selection of Director Nominees The NCG Committee conducts the initial screening and evaluates individual directors at least annually, and the full Board retains responsibility for nominating members for election to the Board. 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:

  17. Selection of Director Nominees

    | • whether the nominee has demonstrated, by significant accomplishment in his or her field, an ability to make meaningful contributions to the Board’s oversight of the business and affairs of the Company; • the nominee’s reputation for honesty and ethical conduct in his or her personal and professional activities; • the nominee’s experiences, skills and expertise; • diversity considerations; • the nominee’s business judgment; • the nominee’s impact on the composition of the Board; • requirements of applicable laws and NYSE listing standards; • the nominee’s time availability and dedication; and • the nominee’s potential conflicts of interest. |

  18. Selection of Director Nominees

    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 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.

  19. Director Compensation

    Director Compensation

  20. Non-Employee 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 2023, our directors received compensation as set forth in the chart below.

  21. Non-Employee Director Compensation

    | Director Compensation Program | ($) | | Annual Cash Retainer | 75,000 | | RSU Grant | 140,000 | | Lead Independent Director Retainer | 100,000 | | Chair Retainer for Audit Committee Chair | 30,000 | | Chair Retainer for Compensation Committee, Compliance Committee and Risk Committee Chairs | 25,000 | | Chair Retainer for NCG Committee Chair | 20,000 | | Retainer for Audit Committee Member | 15,000 | | Retainer for Compensation Committee, Compliance Committee, NCG Committee and Risk Committee Member | 10,000 |

  22. Non-Employee Director Compensation

    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. The Board is also authorized, 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 2024. As a result of this review, effective January 2024, the Board approved increases in the annual cash retainer to $85,000 and the annual RSU grant to $155,000 for non-employee directors, to more appropriately reflect the responsibilities and time commitment associated with Board service and better align with the median of peer practices. No other changes to our director compensation program were made at this time.

  23. Director Compensation Table for 2023

    Director Compensation Table for 2023 The total 2023 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.

  24. Director Compensation Table for 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Philip L. Bronner | 90,000 | 164,805 | 13,777 | 268,582 | | Phyllis R. Caldwell | 95,000 | 164,805 | — | 259,805 | | Toos N. Daruvala | 95,000 | 164,805 | — | 259,805 | | Roy A. Guthrie | 240,000 | 164,805 | 5,218 | 410,023 | | Valerie Soranno Keating | 110,000 | 164,805 | 114,428 | 389,233 | | Aneek S. Mamik | — | — | — | — | | Richard A. Smith | 120,000 | 164,805 | 5,218 | 290,023 |

  25. Director Compensation Table for 2023

    The amounts reported in this column represent the grant date fair value of RSUs granted in 2023, calculated in accordance with FASB ASC Topic 718. These RSUs vested on January 2, 2024. (2) Represents dividend equivalent payments on RSU grants.

  26. Compensation Discussion and Analysis

    2023 Financial Highlights We delivered solid financial results in 2023 despite elevated inflation and a difficult macroeconomic environment, and we continued to support our team members and our business to maximize long-term value for our stockholders. Our management team focused on managing the core loan business through economic uncertainty and continuing to provide access to credit and support for our customers. In addition, our management team continued our focus in 2023 on the following strategic priorities and investments: • continuing to invest in new products and our omni-channel platform; • building upon our data analytics and leveraging new technologies to further enhance our industry-leading underwriting and interact with customers 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. Advancing these strategic priorities aligns with the focus areas of the qualitative component of our annual incentive compensation program, which includes managing the core loan business as discussed above, continuing investing in new products and omni-channel platform, investing in analytics, data and cloud capabilities, continuing to be the employer of choice for our team members and focusing on our external reputation, and advancing funding and investor strategy. 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 2023 Include: Grew our Consumer and Insurance segment (“C&I”) Managed Receivables (“Managed Receivables”)* by 7% to approximately $22.2 billion and had approximately $794 million 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 • Grew our customer accounts by 15% to a total of 3.0 million customer accounts • Raised $4.6 billion in funding, including $1.6 billion of unsecured bonds • Announced the acquisition of Foursight Capital LLC (“Foursight”), an automobile finance company with a seasoned team of approximately 200 employees, scalable technology, tested credit models, franchise dealer network, and loan portfolio of approximately $900 million • Reached over 275,000 students in 3,400 mostly low-to-moderate income high schools since inception with free, digital financial education through Credit Worthy by OneMain Financial • Awarded approximately $100,000 in scholarships since inception in connection with Credit Worthy by OneMain Financial • Provided Trim, our money-saving and financial wellness platform, to all of our customers for free • Focused on supporting our customers, especially those most pressured by inflation, through our community-based branch network • Continued to provide significant capital returns to stockholders through a strong regular dividend and programmatic share repurchases * 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 2023 support our long-term value creation strategy even in a difficult economic environment. We will continue to prioritize investment in our business through underwriting high-quality loans and capital generation initiatives. Our continued focus on strengthening our core business and our strategic priorities has resulted in outperformance relative to the NYSE Composite Index, the NYSE Financial Sector Index and our peers over the last three years.

  27. Annual incentive enhancements

    Annual incentive enhancements • The number of financial performance metrics for the annual incentive was decreased from five to three to focus NEOs on the metrics most directly tied to the creation of shareholder value. • Annual cash incentive awards tie executives’ compensation to the achievement of annual financial performance and strategic qualitative metrics.

  28. Long-term incentive enhancements

    Long-term incentive enhancements • 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. • PSUs will be granted at the beginning of the three-year performance period with payout tied to the achievement of C&I Capital Generation metrics. • Relative TSR was added as a modifier, which can multiply payout of PSUs upwards or downwards by 20% depending on performance compared to a peer set selected by the Committee as described on page 48 (the “TSR Modifier Peer Group”). • Payment of dividend equivalents on unvested PSUs was eliminated. As a result of the change in our practices for granting RSUs, the Summary Compensation Table includes two RSU grants for each of our NEOs thereby causing reported compensation to be elevated. The equity portion of the 2022 annual incentive that was based on our 2022 performance was paid in RSUs in early 2023 (the “2022 Incentive RSUs”) and, in accordance with SEC rules, is reported as 2023 compensation in the Summary Compensation Table. In addition, the new 2023 long-term incentive RSU grant was also awarded in early 2023 and is reported as 2023 compensation in the Summary Compensation Table. This overlap in grants is for the one-year transition in 2023 only, as we no longer grant RSUs as part of the payout of our annual incentive awards. Because the new 2023 long-term incentive RSU was granted in early 2023 at the beginning of the three-year vesting period with vesting to occur in three annual installments, the overlapping grant did not result in an overlapping vesting in 2023.

  29. 2023 Target Total Direct Compensation

    2023 Target Total Direct Compensation Our NEO compensation program for 2023 is consistent with our pay-for-performance philosophy and reflects a target for total direct compensation, which the Committee established in early 2023, considering 2022 performance, market data, and individual-specific factors. Target total direct compensation in 2023 was comprised of the following elements: Base salary, designed to provide a competitive level of set pay relative to the Primary Peer Group, as discussed below. Annual cash incentive, based on the achievement of annual financial performance metrics and qualitative strategic factors and paid out in the form of cash in a lump sum amount. Long-term equity awards, comprised of equal target amounts of RSUs, which vest in three equal installments subject to continued service, and PSUs, which are earned subject to the achievement of additional pre-established performance goals and continued service for a three-year performance period. The long-term equity awards provide a strong retention incentive and serve to align our NEO’s interests with those of our shareholders. We believe incentive compensation should constitute a significant majority of an executive officer’s compensation. The charts below reflect the 2023 target total direct compensation mix for our CEO and other NEOs.

  30. Target Total Direct Compensation Mix(1)

    Target Total Direct Compensation Mix(1) (1) The totals in the charts do not add up to 100% due to rounding. The table below provides the value of the 2023 target total direct compensation opportunity for our NEOs. This information is intended to supplement, but not replace, the information reported in the Summary Compensation Table, which reports 2023 compensation in the format required by SEC rules. Target compensation for 2023 does not include the 2022 Incentive RSUs paid in early 2023 based on 2022 performance, as these RSUs were considered part of 2022 Target Direct Compensation.

  31. Target Total Direct Compensation Mix(1)

    | 2023 Target Direct Compensation* | | | | | | | | Base Salary | Cash Incentive | RSU | PSU | Target Total Direct Compensation | | Douglas H. Shulman | $1,000,000 | $2,350,000 | $3,525,000 | $3,525,000 | $10,400,000 | | Micah R. Conrad | $600,000 | $720,000 | $992,405 | $992,405 | $3,304,810 | | Rajive Chadha | $600,000 | $720,000 | $938,112 | $938,112 | $3,196,224 |

  32. Target Total Direct Compensation Mix(1)

    The amounts in this table reflect targeted amounts at the time the Committee made its 2023 annual compensation determinations in early 2023. As a result of the change in our practices for granting RSUs, as discussed above, the Summary Compensation Table and the 2023 Target Direct Compensation Table include two overlapping RSU grants for each of our NEOs, thereby causing reported compensation to be elevated. This overlap in grants is for the one-year transition in 2023 only and did not result in overlapping vesting. In addition, as described above, equity grants for 2023 were a larger component of 2023 target direct compensation opportunity than in 2024 in order to support the transition to our new executive compensation program. 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:

  33. Target Total Direct Compensation Mix(1)

    | | Review of Pay Versus Performance: The Committee reviews the relationship between executive pay and Company performance. | | | Compensation Assessment: We use compensation data compiled from a group of publicly traded peer companies in the diversified financial services industries, as well as the specialty retail and IT services industries, to support our executive compensation process and decisions. | | | Robust Stock Ownership Policies: We maintain stock ownership policies requiring our executive officers to hold shares of Company common stock with a value of at least 5 times base salary for our CEO and 3 times respective annual base salary for other executive officers. All of our executive officers have achieved these ownership levels. | | | Compensation Clawbacks: We maintain a compensation clawback policy to recover incentive-based compensation from our current or former executive officers for the three-year period prior to any accounting restatement that would have resulted in a lower payment because of the restated results, regardless of fault. | | | Avoid Inappropriate Risk-taking: Our incentive award opportunities incorporate multiple performance metrics over long-term and short-term periods and avoid over-emphasizing any one metric or goal, which serves to discourage excessive or inappropriate risk-taking. | | | No Hedging of Shares: Our insider trading policy prohibits all employees, including executive officers, and directors from engaging in hedging or short-term speculative trading of our securities, subject, in the case of certain hedging or monetization transactions, to pre-clearance of such transactions by the General Counsel. | | | Restrictive Covenants: Our executive officers are subject to restrictive covenants upon separation from the Company, including non-competition, non-solicitation, and non-disclosure obligations. | | | Double-Trigger Change-in-Control Provision: Our Omnibus Incentive Plan has a “double-trigger” accelerated vesting feature, meaning that both a change of control and an involuntary termination of employment must occur for awards to vest. | | | No Excise Tax Gross-Ups: We do not provide gross-up payments to offset any “golden parachute” excise taxes potentially incurred by our executives in connection with a change in control. | | | No Dividend Equivalent Payments on Unvested PSUs: We do not pay dividend equivalents on unvested PSUs. |

  34. Target Total Direct Compensation Mix(1)

    | | Element | Form | Purpose | Performance Metrics | | Fixed | Base Salary | Cash | • Competitive base pay to help attract and retain executive talent • Only fixed source of compensation | — | | Variable – Annual Incentive Compensation | Cash Incentive | Cash | • Designed to link stockholder value creation with short-term incentive metrics evaluated annually for alignment with Company strategy | Annual financial performance metrics (70%) • C&I Capital Generation:* 50% • C&I Operating Expenses:* 10% • New Products/Channels: 10% Qualitative strategic factors (30%) • Manage the core loan business through economic uncertainty • Continue investing in new products and omni-channel platform • Invest in data, analytics and cloud capabilities • Continue to be the employer of choice for our team members and focus on our external reputation • Advance funding and investor strategy | | Variable – Long-Term Equity Awards | RSUs | Stock | • Service-based awards vest over a three-year period • Designed to forge a direct link between executive and stockholder interests by transforming executives into stockholders • Aids in executive retention | — | | | PSUs | Stock | • Establishes a performance-based equity component of total compensation over a three-year period that extends the executive’s decision-making vision beyond the current year to long-term growth and prosperity • Designed to forge a direct link between executive and stockholder interests by transforming executives into stockholders • Aids in executive retention | Payout based on C&I Capital Generation performance: • 2023 C&I Capital Generation* (34%) • 2024 C&I Capital Generation Growth (33%) • 2025 C&I Capital Generation Growth (33%) with applicable performance targets established in early 2023 at the beginning of the three-year performance period. • Subject to a three-year TSR modifier, which will adjust the payout up or down 20% based on Relative TSR compared to a broader group of consumer finance peers** |

  35. Annual Incentive Compensation

    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 2023 was paid in the form of cash based on the achievement of annual financial and qualitative performance metrics. For 2023, annual incentive compensation comprised 70% financial performance metrics and 30% 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 2023, the Committee determined to remove C&I Capital Generation ROR and Customer Accounts, and updated metric weightings to emphasize building for the future and to remove redundancy. Each quantitative metric was capped at 150% of target, which served as a cap for the annual incentive opportunity.

  36. Annual Incentive Compensation

    | Metric | Weighting | | C&I Capital Generation* | 50% | | C&I Operating Expenses* | 10% | | New Products/Channels | 10% |

  37. Annual Incentive Compensation

    * Refer to Appendix A for a description of these non-GAAP financial measures and reconciliations to the most directly comparable measures calculated under GAAP. Qualitative strategic factors represent 30% of our annual incentive award and were selected to align with the Company’s strategic objectives, with an achievement value of up to 200%. For 2023, qualitative factors consisted of the following: • manage the core loan business through economic uncertainty; • continue investing in new products and omni-channel platform; • invest in analytics, data and cloud capabilities; • continue to be the employer of choice for our team members and focus on our external reputations; and advance funding and investor strategy. The Committee evaluated performance against pre-established qualitative strategic objectives and the Company’s progress on its strategic priorities for 2023 and determined that the following achievement levels were appropriate: 130% for Doug Shulman; 150% for Micah Conrad; and 100% for Rajive Chadha. The Committee considered the following actions under the leadership of our NEOs: Actively managed through a dynamic credit environment, which included significant adjustments to the credit box, pricing, and enhanced collections strategy, outperforming peers. • Continued to execute on other strategic efforts including expanding customer engagement across digital channels. • Significant progress made on getting new products ready to scale and expanding channels, including the continuation of a disciplined BrightWay credit card roll-out, expansion of our secured auto lending distribution channel partnerships while maintaining credit quality in a difficult environment and improving yield, announcing the acquisition of Foursight to expand into indirect auto finance, and providing free Trim financial wellness benefits to our customers. • Continued advancement in our data science and analytics capabilities with advancements in cash flow underwriting, new data sources, and new models that enhance risk identification, while also looking at opportunities to leverage Generative Artificial Intelligence. • Further matured our foundational capabilities in technology with key performance indicators showing improvements across all core metrics, along with better customer management and information management and a strategic digital roadmap. • Continued to enhance our cybersecurity program. • Positioned ourselves as an employer of choice with increased employee engagement scores, certified as one of America’s Most Loved Workplaces a second year in a row, creating Diverse Leaders and Women’s Leadership programs. • Expanded our Credit Worthy by OneMain Financial free digital education program to over 3,400 high schools and over 275,000 students since inception. • Continued to refine our funding and investor strategy, including raising approximately $3 billion in asset-backed securities and $1.6 billion of unsecured bonds in a challenging capital markets environment. Renewed and added bank partners and maintained a 24-month liquidity runway. Achievement level of the annual compensation metrics is included in the table below.

  38. Annual Incentive Compensation

    | 2023 Annual Incentive Compensation Performance Scorecard | | | | | | Metric | Weight | Target(1) | Result(1) | Achievement Level | | C&I Capital Generation(2) | 50% | $720 – $880 | $794 | 100% | | C&I Operating Expenses(2) | 10% | $1,537 – $1,463 | $1,487 | 100% | | New Products/Channels | 10% | $1,080 – $1,320 | $1,127 | 100% | | Financial Performance | 70% | | | 100% | | Qualitative Assessment | 30% | | | 100 – 150%(3) | | Total Performance Payout | | | | 100 – 115%(4) |

  39. Annual Incentive Compensation

    (1) Amounts in millions. (2) Refer to Appendix A for a description of these non-GAAP financial measures and reconciliations to the most directly comparable measures calculated under GAAP. (3) Achieved at 130% for Mr. Shulman, 150% for Mr. Conrad and 100% for Mr. Chadha. Achieved at 109% for Mr. Shulman, 115% for Mr. Conrad and 100% for Mr. Chadha. The table below reflects the target and earned annual incentive amounts based on the results reflected in the preceding table.

  40. Annual Incentive Compensation

    | 2023 Annual Incentive Awards | | | | | Target Annual Incentive Compensation | Earned Annual Incentive Compensation | | Douglas H. Shulman | $2,350,000 | $2,562,000 | | Micah R. Conrad | $720,000 | $828,000 | | Rajive Chadha | $720,000 | $720,000 |

  41. Long-Term Equity Awards

    Long-Term Equity Awards Long-term incentive awards tie executive compensation to the achievement of annual financial and qualitative performance metrics and are intended to align our NEOs’ interests with those of our long-term shareholders. Long-term incentives are split evenly between RSUs and PSUs. 2023 Restricted Stock Unit Grants Under our modified executive compensation program effective for 2023, RSUs will be granted annually, with vesting to occur in three annual installments subject to continued service.

  42. Long-Term Equity Awards

    | 2023 RSU Grant | | | Douglas H. Shulman | $3,525,000 | | Micah R. Conrad | $992,405 | | Rajive Chadha | $938,112 |

  43. Long-Term Equity Awards

    2023 Performance Share Unit Awards PSUs are tied to the achievement of C&I Capital Generation achievement over a three-year performance period, including a three-year Relative TSR modifier. The C&I Capital Generation goals for the three-year period were set at the beginning of the performance period. The target for the first year of the performance period was set as a base dollar value, with targets for the second and third years set as growth rates. Performance against target (whether dollar value or growth rate) will be measured for each year, generating three annual payout percentages. The three annual payout percentages will be weighted averaged, as presented in the table below, to determine the final payout percentage. The payout percentage ranges from 0%, if the threshold C&I Capital Generation value or growth is not achieved, to 200%, if the maximum C&I Capital generation value or growth is achieved.

  44. Long-Term Equity Awards

    | 2023 PSU Metric | | | Metric* | Weighting | | 2023 C&I Capital Generation* | 34% | | 2024 C&I Capital Generation Growth* | 33% | | 2025 C&I Capital Generation Growth* | 33% |

  45. Long-Term Equity Awards

    * Refer to Appendix A for a description of this metric. The Committee selected this metric for 2023 as it aligns with how we are managing the business over the longer term, with targets aligned to our annual plan and requiring year-over-year growth. C&I Capital Generation, a non-GAAP metric described further in Appendix A, is the key performance measure of our segment that measures the capital created during a period and that we use to manage our business. Capital Generation reflects Consumer & Insurance adjusted pretax income, which excludes regulatory settlements, net gain or loss resulting from repurchases and repayments of debt, and other items and strategic activities (for example, restructuring charges), and also excludes the change in our Consumer & Insurance allowance for finance receivable losses in the period while still considering the Consumer & Insurance net charge-offs incurred during the period. The PSUs are also subject to a three-year TSR modifier, which will adjust payout down by 20% if Relative TSR is in the bottom quartile when compared to the TSR Modifier Peer Group, and increase payout by 20% if in the top quartile, with no change occurring if Relative TSR is in the second and third quartiles. PSUs, including the impact of the Relative TSR modifier, have possible payouts ranging between 0% and 240% of the target level. The following reflects target PSU opportunity for our NEOs:

  46. Long-Term Equity Awards

    | 2023 PSU Target | | | Douglas H. Shulman | $3,525,000 | | Micah R. Conrad | $992,405 | | Rajive Chadha | $938,112 |

  47. Long-Term Equity Awards

    Previously Granted Performance-Based Awards

  48. 2022 Incentive RSU Awards

    2022 Incentive RSU Awards The 2022 Incentive RSUs granted in early 2023 as the equity component of the 2022 annual incentive awards vest in three equal increments following the grant date based on continued service, with one-third having vested on February 17, 2023, one-third having vested on February 20, 2024 and one-third vesting on February 20, 2025. These are the final 2022 Incentive RSUs granted under our annual incentive program.

  49. 2022 Incentive RSU Awards

    | 2022 Incentive RSU Grants | | | Douglas H. Shulman | $1,906,666 | | Micah R. Conrad | $542,667 | | Rajive Chadha | $513,333 |

  50. 2021 PSU Awards

    2021 PSU Awards In January 2024, the Committee determined final payout levels for PSU awards granted in 2021 with a performance cycle ending at the end of 2023. For the three-year performance period, our Economic Average Diluted EPS Growth was (2.6)% and our Economic Average Unlevered Return was 11.8%. As a result, no payouts were made for the 2021-2023 performance cycle. 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.

  51. 2021 PSU Awards

    | Payout of 2021 PSU Awards | | | Douglas H. Shulman | $0 | | Micah R. Conrad | $0 | | Rajive Chadha | $0 |

  52. Outstanding Performance Option Awards

    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 drive shareholder value and 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 each for Messrs. Conrad and Chadha), remains unvested with a VWAP trigger as of December 31, 2023 of $71.61, with respect to Mr. Shulman, and $72.11, with respect to Messrs. Conrad and Chadha, as reported in the Outstanding Equity Awards at 2023 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 26, 2024 for vesting to occur.

  53. Compensation Consultant Independence

    Compensation Consultant Independence The Committee has assessed the independence of FW Cook pursuant to NYSE rules, and the Committee has concluded that the work performed by FW Cook for the Committee during 2023 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 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 in April 2024, 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 2023 Annual Meeting of Stockholders, at which approximately 95% of the votes cast were in favor of our executive compensation program, representing an 8% increase in support from the votes cast in favor at our 2020 Annual Meeting. 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. Stockholders will again be asked to vote, on an advisory basis, on the compensation paid to our NEOs at our 2026 Annual Meeting. Informed by the feedback we have received during our stockholder engagement program and the high support at our 2023 Annual Meeting, our Board believes the realigned program appropriately reflects our current business and short- and long-term strategic and current economic environment. Shareholders generally expressed support for the simplified structure. The new program is more in line with market practices, while retaining our objective of attracting, retaining and incentivizing key talent. Use of Peer Groups

  54. Primary Peer Group

    Primary Peer Group In the course of designing and implementing our executive compensation program, 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 Primary Peer Group, as necessary, upon the recommendation of its independent compensation consultant. We believe our Primary Peer Group represents the industries with which we currently compete for executive talent, and also includes our principal business competitors.

  55. Primary Peer Group

    | • The Aaron’s Company Inc. (Specialty Retail) • Credit Acceptance Corporation (Consumer Finance) • Dollar Tree, Inc. (Multiline Retail) • Huntington Bancshares Incorporated (Banking) • Navient Corporation (Consumer Finance) • Synchrony Financial (Consumer Finance) • The Western Union Company (IT Services) | • Bread Financial Holdings, Inc.(1) (IT Services) • Commerce Bancshares, Inc. (Banking) • Comerica Incorporated (Banking) • Fidelity National Information Services, Inc. (IT Services) • LendingClub Corporation (Consumer Finance) • Mr. Cooper Group Inc. (Thrifts and Mortgage Finance) • SLM Corporation (Consumer Finance) | | (1) Alliance Data Systems Corporation changed its name to Bread Financial Holdings, Inc. in March 2022. | |

  56. Primary Peer Group

    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 compensation data obtained from the proxy materials of Primary Peer Group members 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.

  57. TSR Modifier Peer Group

    TSR Modifier Peer Group For purposes of evaluating Relative TSR as a modifier for the PSU portion of our long-term incentive program, the Committee compares the Company’s TSR against a broader set of consumer finance and other companies that the Committee deemed relevant based on its industry (the “TSR Modifier Peer Group”). The TSR Modifier Peer Group includes the following companies:

  58. TSR Modifier Peer Group

    | • Ally Financial Inc. • Bread Financial Holdings, Inc. • Consumer Portfolio Services, Inc. • CURO Group Holdings Corp. • Encore Capital Group, Inc. • EZCORP, Inc. • Green Dot Corp. • LendingClub Corporation • Medallion Financial Corp. • Navient Corporation • Nicholas Financial, Inc. • Oportun Financial Corp. • Regional Management Corp. • SLM Corp. • Upstart Holdings, Inc. | • Atlanticus Holdings Corp. • Capital One Financial Corp. • Credit Acceptance Corp. • Discover Financial Services • Enova International, Inc. • FirstCash Holdings, Inc. • Katapult Holdings, Inc. • LendingTree, Inc. • Mogo Inc. • Nelnet, Inc. • Open Lending Corp. • PRA Group, Inc. • SoFi Technologies, Inc. • Synchrony Financial • World Acceptance Corp. |

  59. TSR Modifier Peer Group

    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.

  60. TSR Modifier Peer Group

    | Compensation Committee Report | | The Committee reviewed and discussed the Compensation Discussion and Analysis set forth herein with management. Based upon the Committee’s review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2023. | | Compensation Committee of the Board of Directors | | Roy A. Guthrie | | Aneek S. Mamik | | Richard A. Smith |

  61. TSR Modifier Peer Group

    | Executive Compensation Tables |

  62. TSR Modifier Peer Group

    2023 Summary Compensation Table The table below summarizes information regarding compensation for the years 2021 through 2023, as applicable, for each of our NEOs.

  63. TSR Modifier Peer Group

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Option Awards | Non-Equity Incentive Plan Compensation(3) ($) | Changes in Pension Value & Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(4) ($) | Total ($) | | Douglas H. Shulman, Chairman and Chief Executive Officer | 2023 | 1,000,000 | 10,267,357 | — | 2,562,000 | — | 1,619,311 | 15,448,668 | | | 2022 | 1,000,000 | 4,713,173 | — | 1,906,666 | — | 3,206,129 | 10,825,968 | | | 2021 | 889,231 | 14,005,170 | — | 2,567,500 | — | 4,253,167 | 21,715,068 | | Micah R. Conrad, Executive Vice President and Chief Financial Officer | 2023 | 598,077 | 2,896,841 | — | 828,000 | — | 533,623 | 4,856,541 | | | 2022 | 495,000 | 1,341,398 | — | 542,667 | — | 763,306 | 3,142,371 | | | 2021 | 450,000 | 4,890,638 | — | 1,730,750 | — | 1,128,810 | 8,200,198 | | Rajive Chadha, Former Executive Vice President and Chief Operating Officer | 2023 | 598,077 | 2,738,731 | — | 720,000 | — | 518,517 | 4,575,325 | | | 2022 | 495,000 | 1,268,895 | — | 513,333 | — | 877,204 | 3,154,432 | | | 2021 | 450,000 | 4,816,622 | — | 1,691,250 | — | 1,174,119 | 8,131,991 |

  64. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    Outstanding Equity Awards at 2023 Fiscal Year-End Table The following table summarizes the equity awards held by our NEOs that were unvested and outstanding as of December 31, 2023.

  65. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | Option Awards(1) | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options | | Equity Incentive Plan Awards: Number of Securities Underlying Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Name | Exercisable (#) | Unexercisable (#) | | | | | | | | | Douglas H. Shulman | — | — | 125,000 | 20.01 | 7/16/2024 | 193,321(3) | 9,511,393 | 167,617(6) | 8,246,756 | | Micah R. Conrad | — | — | 40,000 | 17.11 | 7/26/2024 | 59,254(4) | 2,915,297 | 56,601(7) | 2,784,769 | | Rajive Chadha | — | — | 40,000 | 17.11 | 7/26/2024 | 57,047(5) | 2,806,712 | 55,560(8) | 2,733,552 |

  66. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    (1) The Performance Option Awards held by the NEOs were issued in three tranches, the first two of which settled during 2021. The third tranche remains unvested and is reflected in this column. The unvested tranche is subject to a vesting condition relating to the Company achieving a specified VWAP over a consecutive six-month period by July 2024. As of December 31, 2023, the VWAP goal for Tranche III was $71.61 for Mr. Shulman and $72.11 for Messrs. Conrad and Chadha, in each case subject to further adjustment (as described below). The awards include reductions to the VWAP and the base calculation price of unvested awards as follows: an amount equal to 50% of any cash dividends is applied to reduce the VWAP and the base calculation price; the remaining 50% of any cash dividends is paid to the award holder as soon as practicable following the date such cash dividend is paid to holders of shares of common stock, provided that the award holder remains employed. If the award holder is no longer employed, an amount equal to 100% of any cash dividend is applied to reduce the VWAP and the base calculation price. (2) Based on the closing market price of Company common stock on December 29, 2023 of $49.20 per share. (3) Represents RSUs granted to Mr. Shulman in 2021, 2022 and 2023 that were unvested as of December 31, 2023. The vesting schedule for the RSUs is as follows: 64,463 vested in February 2024, 25,000 are scheduled to vest in July 2024, 47,822 are scheduled to vest in February 2025, 25,000 are scheduled to vest in July 2025 and 31,036 are scheduled to vest in February 2026. (4) Represents RSUs granted to Mr. Conrad in 2021, 2022 and 2023 that were unvested as of December 31, 2023. The vesting schedule for the RSUs is as follows: 18,251 vested in February 2024, 9,375 are scheduled to vest in September 2024, 13,515 are scheduled to vest in February 2025, 9,375 are scheduled to vest in September 2025 and 8,738 are scheduled to vest in February 2026. (5) Represents RSUs granted to Mr. Chadha in 2021, 2022 and 2023 that were unvested as of December 31, 2023. The vesting schedule for the RSUs is as follows: 17,258 vested in February 2024, 9,375 are scheduled to vest in September 2024, 12,779 are scheduled to vest in February 2025, 9,375 are scheduled to vest in September 2025 and 8,260 are scheduled to vest in February 2026. Upon Mr. Chadha’s departure from the Company, certain of these RSUs will be forfeited. (6) Represents PSUs granted to Mr. Shulman in 2021, 2022 and 2023, reflecting actual performance levels with respect to annual PSUs granted in 2021, and threshold performance levels with respect to annual PSUs granted in 2022 and 2023 and target performance for retention PSUs granted in 2021. The vesting schedule for the PSU awards is as follows: 21,064 annual PSUs will vest in the first quarter of 2025, 46,553 annual PSUs will vest in the first quarter of 2026 and 100,000 retention PSUs granted in 2021 will vest no later than July 2028, in each case based upon actual achievement of the quantitative goals as determined by the Committee. Represents PSUs granted to Mr. Conrad in 2021, 2022 and 2023 reflecting actual performance levels with respect to annual PSUs granted in 2021, threshold performance levels with respect to annual PSUs granted in 2022 and 2023 and target performance for retention PSUs granted in 2021. The vesting schedule for the PSU awards is as follows: 5,995 annual PSUs will vest in the first quarter of 2025, 13,106 annual PSUs will vest in the first quarter of 2026 and 37,500 retention PSUs will vest no later than September 2028, in each case based upon actual achievement of the quantitative goals as determined by the Committee. Represents PSUs granted to Mr. Chadha in 2021, 2022 and 2023 reflecting actual performance levels with respect to annual PSUs granted in 2021, threshold performance levels with respect to annual PSUs granted in 2022 and 2023 and target performance for retention PSUs granted in 2021. The vesting schedule for the PSU awards is as follows: 5,671 annual PSUs in the first quarter of 2025, 12,389 annual PSUs in the first quarter of 2026 and 37,500 retention PSUs no later than September 2028, in each case based upon actual achievement of the quantitative goals as determined by the Committee. However, upon Mr. Chadha’s departure from the Company, these PSUs will be forfeited.

  67. 2023 Options Exercised and Stock Vested Table

    2023 Options Exercised and Stock Vested Table

  68. 2023 Options Exercised and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Douglas H. Shulman(1) | — | — | 101,125 | 4,369,405 | | Micah R. Conrad(2) | — | — | 33,250 | 1,378,191 | | Rajive Chadha(3) | — | — | 31,959 | 1,324,053 |

  69. 2023 Options Exercised and Stock Vested Table

    (1) Represents 29,240 PSUs that vested on February 9, 2023 with a value of $38.39 per share, 46,885 RSUs that vested on February 17, 2023 with a value of $44.42 per share and 25,000 RSUs that vested on July 14, 2023 with a value of $46.57 per share on the respective vesting dates. (2) Represents 9,835 PSUs that vested on February 9, 2023 with a value of $38.39 per share, 14,040 RSUs that vested on February 17, 2023 with a value of $44.42 per share and 9,375 RSUs that vested on September 7, 2023 with a value of $40.21 per share on the respective vesting dates. (3) Represents 9,303 PSUs that vested on February 9, 2023 with a value of $38.39 per share, 13,281 RSUs that vested on February 17, 2023 with a value of $44.42 per share and 9,375 RSUs that vested on September 7, 2023 with a value of $40.21 per share on the respective vesting dates.

  70. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation The amounts shown in this table reflect NEO activity under our NQDC Plan, which took effect in 2022.

  71. 2023 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals / Distributions in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year End ($) | | Douglas H. Shulman | — | — | 41,207 | — | 279,352 | | Micah R. Conrad | — | — | 5,396 | — | 59,663 | | Rajive Chadha | — | — | 59,924 | — | 316,591 |

  72. 2023 Nonqualified Deferred Compensation

    (1) No elections were made by our NEOs to defer base salary or annual cash incentives under our NQDC Plan for 2023. Employer contributions are not permitted under our NQDC Plan. Potential Payments Upon Termination or Change-In-Control for 2023 The following table shows the payments and benefits that our NEOs would have been eligible to receive if their employment had been terminated or if a change in control of the Company had occurred as of December 31, 2023. Amounts used for equity awards are based on the closing market price of our common stock on December 29, 2023 of $49.20 per share.

  73. 2023 Nonqualified Deferred Compensation

    | Name | Type of Payment or Benefit | Voluntary Resignation without Good Reason or Retirement ($) | Termination Due to Disability or Death ($) | Termination without Cause ($) | Termination for Good Reason ($) | Change in Control ($)(1) | Termination without Cause or for Good Reason following a Change in Control ($) | | Douglas H. Shulman(2) | Cash Severance Payment | — | — | 17,739,636 | 17,739,636 | — | 17,739,636 | | | Acceleration of Unvested RSUs | — | 9,511,393 | 4,401,580 | — | — | 9,511,393 | | | Acceleration of Unvested PSUs | — | — | — | — | — | 11,573,513 | | | Continuation of Benefits Payment | — | — | 26,818 | 26,818 | — | 26,818 | | | Total | — | 9,511,393 | 22,168,034 | 17,766,454 | — | 38,851,360 | | Micah R. Conrad(3)(4) | Cash Severance Payment | — | — | 600,000 | — | — | 600,000 | | | Acceleration of Unvested RSUs | — | 2,915,297 | 1,359,199 | — | — | 2,915,297 | | | Acceleration of Unvested PSUs | — | — | — | — | — | 3,724,538 | | | Continuation of Benefits Payment | — | — | 26,818 | 26,818 | — | 26,818 | | | Total | — | 2,915,297 | 1,986,017 | 26,818 | — | 7,266,653 | | Rajive Chadha(3)(5) | Cash Severance Payment | — | — | 600,000 | — | — | 600,000 | | | Acceleration of Unvested RSUs | — | 2,806,712 | 1,310,344 | — | — | 2,806,712 | | | Acceleration of Unvested PSUs | — | — | — | — | — | 3,622,104 | | | Continuation of Benefits Payment | — | — | 18,477 | 18,477 | — | 18,477 | | | Total | — | 2,806,712 | 1,928,821 | 18,477 | — | 7,047,293 |

  74. 2023 Nonqualified Deferred Compensation

    (1) None of the NEOs is eligible to receive benefits solely in the event of a change in control. Notwithstanding the foregoing, the Omnibus Incentive Plan and certain of the NEOs’ award agreements contemplate acceleration of vesting of equity awards if such awards are not assumed and/or substituted upon a change in control. (2) Under Mr. Shulman’s employment agreement, in the event of a termination by the Company without cause or by the executive for good reason (whether or not in connection with a change in control), he will receive a cash severance payment of an aggregate amount equal to (i) $2,633,333 payable over 24 months (or, if such termination occurs within the 24-month period following a change in control, a single lump sum), plus (ii) any earned but unpaid annual and long-term incentive for the calendar year immediately preceding the termination, plus (iii) an amount equal to two-thirds of the average annual and long-term incentive earned in respect of the three years completed prior to the year of termination. Under the terms of Mr. Shulman’s employment agreement, he is also entitled to a lump sum distribution equal to 12 months of premiums for COBRA continuation for Mr. Shulman and his dependents, representing $26,818. Mr. Shulman’s RSU award agreements provide that (a) upon a termination without cause, the RSUs next scheduled to vest will vest, representing a total of 89,463 RSUs, or $4,401,580, and (b) upon a termination without cause (or, for the RSUs granted in 2021, 2022 and 2023, resignation for good reason) during the 12 months following a change in control, or upon his death or disability, all unvested RSUs will vest, representing 193,321 RSUs, or $9,511,393. Mr. Shulman’s PSU award agreements, including his annual PSUs and retention PSUs, provide that a total of 235,234 PSUs will vest upon a termination without cause (or, for the PSUs granted in 2021, 2022 and 2023, resignation for good reason) during the 12 months following a change in control, or $11,573,513, and do not otherwise vest upon termination. As of December 31, 2023, Messrs. Conrad and Chadha were eligible to receive severance benefits pursuant to the Executive Severance Plan. Under the Executive Severance Plan, upon a termination by the Company without cause (whether or not in connection with a change in control) or by the executive for good reason within 12 months following a change in control, each executive receives base salary continuation for 12 months and a lump sum distribution equal to 12 months of premiums for COBRA continuation for the executive and his dependents at the rates in effect on the date of termination. Messrs. Conrad and Chadha are eligible to receive lump-sum COBRA premiums pursuant to the terms of the Executive Severance Plan in the amounts of $26,818 and $18,477, respectively. (4) Mr. Conrad’s RSU award agreements provide that (a) upon a termination without cause, the RSUs next scheduled to vest will vest, representing a total of 27,626 RSUs, or $1,359,199, and (b) upon a termination without cause (or, for the RSUs granted in 2021, 2022 and 2023, resignation for good reason) during the 12 months following a change in control, or upon his death or disability, all unvested RSUs will vest, representing 59,254 RSUs, or $2,915,297. Mr. Conrad’s PSU award agreements, including his annual PSUs and retention PSUs, provide that a total of 75,702 PSUs will vest upon a termination without cause (or, for the PSUs granted in 2021, 2022 and 2023, resignation for good reason) during the 12 months following a change in control, or $3,724,538, and do not otherwise vest upon termination. (5) Mr. Chadha’s RSU award agreements provide that (a) upon a termination without cause, the RSUs next scheduled to vest will vest, representing a total of 26,633 RSUs, or $1,310,344, and (b) upon a termination without cause (or, for the RSUs granted in 2021, 2022 and 2023, resignation for good reason) during the 12 months following a change in control, or upon his death or disability, all unvested RSUs will vest, representing 57,047 RSUs, or $2,806,712. Mr. Chadha’s PSU award agreements, including his annual PSUs and retention PSUs, provide that a total of 73,620 PSUs will vest upon a termination without cause (or, for the PSUs granted in 2021, 2022 and 2023, resignation for good reason) during the 12 months following a change in control, or $3,622,104, and do not otherwise vest upon termination. Severance and Change-in-Control Arrangements

  75. CEO Pay Ratio

    CEO Pay Ratio In accordance with SEC rules, we have calculated the ratio between the total compensation of our CEO and our median employee for 2023. To select our median employee, we evaluated our employee population and determined our median employee using W-2 income as our consistently applied compensation measure. We selected our median employee from our entire employee population as of December 31, 2023, using annualized base pay for employees who were hired in 2023, and converting compensation for employees paid in currencies other than the U.S. dollar into U.S. dollars using a fiscal year 2023 exchange rate. We did not make any full-time equivalent adjustment for any employee when annualizing base pay. We examined a small group of employees for whom total cash compensation was clustered within a few dollars around the median. From this group, we selected an individual we determined to be reasonably representative of our median employee. The 2023 annual total compensation for the median employee, who serves as a branch manager, determined in accordance with SEC rules was $49,916. The 2023 annual total compensation for our CEO, Mr. Shulman, was $15,448,668, as reported in the “Total” column of the Summary Compensation Table. The resulting pay ratio is estimated to be approximately 309 to 1. Amounts reported in the Summary Compensation Table for our NEOs, including our CEO, are determined pursuant to SEC rules that do not necessarily reflect amounts actually received or realized by, or value actually delivered to, our NEOs, including our CEO. In addition, other companies have different employee demographics and compensation and benefit practices. As a result, CEO pay ratios reported by other companies may vary significantly and likely are not comparable to our CEO pay ratio.

  76. Pay Versus Performance

    Pay Versus Performance The following table presents certain information regarding compensation paid to our CEO and other NEOs, and certain measures of financial performance, for the four years ended December 31, 2023. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K.

  77. Pay Versus Performance

    | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO(1) | Average Summary Compensation Table Total for Non-CEO NEOs(2) | Average Compensation Actually Paid to Non-CEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income(4) (in millions) | C&I Capital Generation(4)(5) (in millions) | | | | | | | Total Stockholder Return | Peer Group Total Stockholder Return(3) | | | | 2023 | $15,448,668 | $19,411,856 | $4,715,933 | $6,039,373 | $198.75 | $125.32 | $641 | $794 | | 2022 | $10,825,968 | $3,745,311 | $3,148,402 | $647,344 | $121.88 | $106.95 | $872 | $1,064 | | 2021 | $21,715,068 | $39,608,197 | $8,166,095 | $14,259,457 | $167.32 | $122.43 | $1,314 | $1,303 | | 2020 | $9,739,632 | $13,192,003 | $3,238,132 | $3,902,537 | $135.33 | $97.76 | $730 | $1,056 |

  78. Pay Versus Performance

    (1) Mr. Shulman served as our Chief Executive Officer for each year presented. (2) Messrs. Conrad and Chadha were our other NEOs for each year presented. (3) The market index used was the NYSE Financial Sector Index. (4) On January 1, 2023, the Company adopted ASU 2018-12, Financial Services — Insurance: Targeted Improvements to the Accounting for Long-Duration Contracts. In accordance with this standard, the Company has recast its prior period financial information to reflect the effects of the adoption. See our Annual Report on Form 10-K for the year ended December 31, 2023, for additional information on the adoption of ASU 2018-12. (5) The company-selected measure is C&I Capital Generation, which is a non-GAAP financial measure. Refer to Appendix A for a description of how this measure is calculated and, for 2023, a reconciliation to the most directly comparable measure calculated under GAAP. The following table reconciles the total compensation shown in the Summary Compensation Table to the compensation actually paid to NEOs shown in the Pay Versus Performance Table above.

  79. Pay Versus Performance

    | Year | Summary Compensation Table Total | Less: Equity Awards Included in Summary Compensation Table | Add: Year-End Value of Unvested Equity Awards Granted in Year | Add: Change in Year-End Value of Unvested Equity Awards Granted in Prior Years | Add: Vesting Date Value of Equity Awards Granted and Vested During Year | Add: Change in Value of Unvested Equity Awards Granted in Prior Years that Vested During Year(a) | Total Compensation Actually Paid(a) | | CEO | | | | | | | | | 2023 | $15,448,668 | $(10,267,357) | $11,461,489 | $1,474,642 | $745,634 | $548,780 | $19,411,856 | | 2022 | $10,825,968 | $(4,713,173) | $2,511,907 | $(5,796,156) | $865,280 | $51,485 | $3,745,311 | | 2021 | $21,715,068 | $(14,005,170) | $13,771,899 | $84,304 | $659,124 | $17,382,972 | $39,608,197 | | 2020 | $9,739,632 | $(4,221,360) | $3,870,523 | $2,949,852 | $865,897 | $(12,541) | $13,192,003 | | Non-CEO NEOs | | | | | | | | | 2023 | $4,715,933 | $(2,817,786) | $3,143,590 | $664,689 | $206,464 | $126,483 | $6,039,373 | | 2022 | $3,148,402 | $(1,305,147) | $695,579 | $(2,052,692) | $239,616 | $(78,414) | $647,344 | | 2021 | $8,166,095 | $(4,853,630) | $5,009,300 | $(51,126) | $215,683 | $5,773,135 | $14,259,457 | | 2020 | $3,238,132 | $(1,381,488) | $1,266,680 | $533,624 | $283,366 | $(37,777) | $3,902,537 |

  80. Pay Versus Performance

    (a) Amounts reported for 2021 reflect the settlement of two tranches of Performance Option Awards. The following charts reflect the compensation actually paid to the Company’s Chief Executive Officer and the average compensation actually paid to the non-CEO NEOs, respectively, and their relation to (i) the Company’s TSR, (ii) the Company’s net income, and (iii) the Company’s selected measure of financial performance, C&I Capital Generation, for each year presented. We also show below the relationship between the Company’s TSR and the TSR of the NYSE Financial Sector Index over this period. The Company’s TSR increased in three of the last four years, with total TSR increasing 99% over this period. The TSR of the NYSE Financial Sector Index also grew in three of the last four years, but at a lower rate than the Company’s TSR, with total TSR of the NYSE Financial Sector Index increasing 28% from 2020 through 2023. The Company’s net income and C&I Capital Generation trended up from 2020 to 2021 before declining in 2022 and 2023. Compensation actually paid to the Company’s Chief Executive Officer and average compensation actually paid to the non-CEO NEOs increased from 2020 to 2021 before declining significantly in 2022 and then increasing in 2023 to levels that were higher than 2020 but less than 2021. The increase in compensation actually paid in 2023 was largely due to higher equity grant values in 2023 for the reasons discussed in the CD&A, as well as increased stock price performance during 2023, which increased the value of outstanding equity awards held by our NEOs.

  81. Compensation Actually Paid and OneMain TSR

    Compensation Actually Paid and OneMain TSR

  82. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  83. Compensation Actually Paid and C&I Capital Generation

    Compensation Actually Paid and C&I Capital Generation