DEF 14A of Bread Financial Holdings, Inc., Apr 2, 2025

DEF 14A of Bread Financial Holdings, Inc.

Filed Apr 2, 2025 · FY20240001193125-25-070902

Open on EDGAR

  1. 01 | ELECTION OF DIRECTORS

    01 | ELECTION OF DIRECTORS The Board of Directors recommends that stockholders vote FOR the election of each of the nominees.

  2. 2025 Director Nominees

    2025 Director Nominees

  3. 2025 Director Nominees

    | | | | | | | Committee Memberships | | | | | | Directors | | Occupation | Age | Director Since | Independent | Audit | Compensation & HC | N&CG | Risk & Technology | | | | Ralph J. Andretta | President and CEO, Bread Financial Holdings, Inc. | 64 | 2020 | | | | | | | | | Roger H. Ballou | Former CEO and Director of CDI Corporation | 74 | 2001 | ● | ● | ● | | | | | | John J. Fawcett | Former EVP and Chief Financial Officer of CIT Group Inc. | 66 | 2024 | ● | ● | | ● | | | | | John C. Gerspach, Jr. | Former CFO of Citigroup, Inc. | 71 | 2020 | ● | • | | | ● | | | | Praniti Lakhwara | Chief Information Officer of Zscaler | 49 | 2024 | ● | | | | ● | | | | Rajesh Natarajan | Chief Product and Strategy Officer of Globalization Partners | 55 | 2020 | ● | | | ● | | ● | | | Joyce St. Clair | Former EVP and Chief Human Resources Officer of Northern Trust Corporation | 66 | 2023 | ● | | ● | | | ● | | | Timothy J. Theriault | Former EVP, Global CIO and Advisor to CEO of Walgreens Boots Alliance, Inc. | 64 | 2016 | ● | ● | | | | • | | | Laurie A. Tucker | Founder and Chief Strategy Officer of Calade Partners LLC | 68 | 2015 | ● | | ● | • | | | | | Sharen J. Turney | Former CEO of Victoria’s Secret | 68 | 2019 | ● | | • | ● | | |

  4. 2025 Director Nominees

    • Chair ● Member

  5. 2025 Director Nominees

    | Bread Financial | 2025 Proxy Statement | v |

  6. Director Nominees Snapshot

    Director Nominees Snapshot

  7. Director Nominees Snapshot

    | INDEPENDENCE | | DIRECTOR TENURE | | AGE DISTRIBUTION | | | Independent | 9 | 0-4 years | 3 | <50 years | 1 | | | | | | | | | Non-Independent | 1 | 5-9 years | 5 | 50-60 years | 1 | | | | | | | | | NOMINEES WHO ARE DIVERSE BY RACE OR GENDER | 5 | 10-14 years | 1 | 61-75 years | 8 | | | | | | | | | | | 15+ years | 1 | Average Age: 65 | | | | | | | | | | | | Average Director Tenure: 6.8 years | | | |

  8. Empowering Our Customers

    | • | Certified as a Center of Excellence by BenchmarkPortal for the 19th Year |

  9. Director Succession and Retirement Policy

    Director Succession and Retirement Policy Director succession planning is also a focus of the Nominating & Corporate Governance Committee with an emphasis on striking a balance between board refreshment and the need for new or additional skill sets, with maintaining the institutional knowledge about our business and operating history. Our Corporate Governance Guidelines provide for a mandatory retirement age of 75, but allow directors turning 75 to complete their term. Our guidelines also allow our Board of Directors to nominate for re-election a director who has surpassed the age of 75 if it is in the best interests of the Company and its stockholders. Two of our current Board members, Mr. Ballou (age 74) and Mr. Gerspach (age 71), are approaching our mandatory retirement age of 75. Mr. Ballou is our Board Chair and serves as a member of our Audit Committee and Compensation & Human Capital Committee and Mr. Gerspach serves as the Chair of our Audit Committee and is a member of our Risk & Technology Committee. With this in mind, our Nominating & Corporate Governance Committee has been actively engaged in director succession planning to help ensure the Board is well-positioned with directors who have the appropriate leadership, expertise and other valuable attributes that these directors currently provide.

  10. Director Succession and Retirement Policy

    | Bread Financial | 2025 Proxy Statement | 13 |

  11. Certain Relationships and Related Party Transactions

    | (1) compensation of directors that has been approved in accordance with the Compensation & Human Capital Committee charter; |

  12. Customers

    Customers Bread Financial creates opportunities for our customers through digitally-enabled choices that offer ease, empowerment, financial flexibility and exceptional customer experiences. Our digital offerings and payment, lending and saving solutions are relevant across generational segments and provide flexibility to meet consumers’ evolving payment needs. Our strategy is rooted in driving best-in-class experiences and building trust through choices that offer ease to customers, to both meet them where they are and provide solutions to help them on their financial journeys. Creating a seamless, secure and value-added customer experience is critical to the success of our financial services business. We consistently monitor and gather real-time customer insights and feedback across customer financial journeys to ensure our services match our standards. We leverage these insights to better understand, anticipate and respond to the needs of both our customers and associates. Our goal is to consistently create personalized and effortless experiences across all channels. Bread Financial recognizes that we are uniquely qualified to help promote financial wellness and help our customers, associates and communities meet their financial goals. We empower people by providing education and training, expanding access to financial literacy tools, supporting community programs, and exercising fair and responsible banking. We are an active member of Financial Health Network, an organization of business leaders, policy makers and innovators working together to improve financial health for everyone. Helping individuals make informed decisions that allow them to thrive financially is part of our mission at Bread Financial. We were certified as a Center of Excellence by BenchmarkPortal for the quality of our customer service operations for the 19th consecutive time since 2003. BenchmarkPortal awards this designation to customer service contact centers that rank in the top 10% of those surveyed, demonstrating superior performance on both cost- and quality-related metrics compared with industry peers.

  13. Community

    Community At Bread Financial, community-centric values are woven into our Company and culture. We are committed to making bold, strategic investments that strengthen our communities, foster independence, and create

  14. Community

    | Bread Financial | 2025 Proxy Statement | 29 |

  15. Community

    opportunities for our associates to engage through volunteerism and supported giving. We work hard to align our community initiatives with our business priorities in a way that will be good for society and good for our business. Our Board and Executive Leadership Team believe we have the responsibility and resources to enable positive change in building a more sustainable, resilient future for all those we serve. The Office of Sustainability works to activate our non-profit partnerships, coordinate and plan volunteer opportunities, and execute internal fundraising campaigns. Our charitable giving efforts include various foodbanks, Nationwide Children’s Hospital, The Nature Conservancy, the Bob Woodruff Foundation, Ruling Our eXperiences (ROX) and Junior Achievement, among others. We provide our associates with volunteer opportunities and encourage them to give back through a generous matching gifts benefit and a “dollars-for-doers” program. Our Help Right Here program allows associates to help each other during times of financial hardship. Associates can apply anonymously for a grant of up to $1,250 for assistance during events like critical illness or injury, domestic violence, or loss due to extreme weather. We match associate donations to the program and partner with other social services organizations to provide supporting services, such as temporary shelter, food, clothing or other financial support. We also demonstrate our commitment to supporting our communities by seeking to do business with local suppliers where possible, resulting in mutually-beneficial relationships that create value for our business and uplift our communities. We routinely engage with our stockholders to better understand their views on sustainability-related matters, carefully considering the feedback we receive and acting when appropriate. For more information, please visit our corporate website: https://investor.breadfinancial.com/sustainability/our-strategy

  16. Community

    | 30 | Bread Financial | 2025 Proxy Statement |

  17. Community

    | Proposal 1: Election of Directors |

  18. Community

    Our Nominating & Corporate Governance Committee evaluated and recommended to our Board of Directors, and our Board has nominated, the following 10 individuals, Ralph J. Andretta, Roger H. Ballou, John J. Fawcett, John C. Gerspach, Jr., Praniti Lakhwara, Rajesh Natarajan, Joyce St. Clair, Timothy J. Theriault, Laurie A. Tucker and Sharen J. Turney, for election as a director, each to hold office for a term of one year until the annual meeting of stockholders in 2026 and until his or her respective successor is duly elected and qualified. Each of the director nominees currently serves on our Board of Directors. The Nominating & Corporate Governance Committee and the Board of Directors determined that each nominee brings a strong and unique background and set of skills to our Board of Directors, enhancing, as a whole, our Board’s competence and experience in a variety of areas, including executive management and board service, internal controls and corporate governance, financial and accounting acumen, digital technology, data security and privacy, an understanding of the industries in which we operate, including financial institutions and related risk management and regulatory compliance, as well as risk assessment and management. Specifically, in nominating these 10 directors for election at our 2025 annual meeting of stockholders, consideration was given to such directors’ past service on our Board of Directors and its committees, as applicable, and the information illustrated in our skills matrix and discussed in each of such directors’ individual biographies set forth below. Our Board of Directors recommends that our stockholders vote in favor of each of these director nominees.

  19. Community

    | | The Board of Directors recommends that stockholders vote FOR the election of each of the 10 director nominees. |

  20. Community

    | Bread Financial | 2025 Proxy Statement | 31 |

  21. Community

    Skills Matrix and Description of Director Knowledge, Skills and Experience: The matrix below provides information regarding our nominees’ knowledge, skills and experience that are most relevant in light of our Company’s business, long-term strategies and risks. Additional description regarding each of these categories is available in the key following this matrix. Our nominees represent a broad range of backgrounds and experience, and each nominee possesses numerous other competencies not identified below. The fact that a nominee is not designated as having a particular attribute does not indicate that the nominee does not possess that attribute or would not be able to make a meaningful contribution to the Board’s decision-making or oversight in that area. Demographic information regarding our nominees is also included in the matrix.

  22. Community

    | KNOWLEDGE, SKILLS & EXPERIENCE | | | | | | | | | | | | | Accounting/Auditing/Risk Management | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Business Operations | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | CEO/Executive Leadership | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Corporate Governance/Ethics | | | ● | | | | | | ● | ● | ● | | Corporate Finance/Capital Management | | ● | ● | ● | ● | | | ● | | | | | Financial Expertise/Literacy | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Human Capital/Compensation | | ● | ● | ● | | | ● | ● | ● | ● | ● | | Independence | | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Technology/Cybersecurity/Privacy | | ● | ● | | | ● | ● | ● | ● | ● | | | International Operations | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Mergers & Acquisitions | | ● | ● | ● | ● | ● | | ● | | | | | Other Public Company Board Experience | | | ● | | | | ● | | ● | ● | ● | | Relevant Industry Experience | Banking/Financial Services | ● | ● | ● | ● | | ● | ● | ● | | | | | Business Services | ● | ● | | ● | ● | ● | ● | ● | ● | ● | | | Data Processing | | | | | | ● | | ● | | | | | e-Commerce/Digital | ● | | ● | | ● | ● | | ● | ● | ● | | | Loyalty/Marketing | ● | ● | | | | | | | ● | ● | | | Regulated Industry | ● | ● | ● | ● | ● | ● | ● | ● | | | | | Retail | ● | | | | | | | ● | ● | ● | | DEMOGRAPHICS | | | | | | | | | | | | | RACE/ETHNICITY (per the U.S. Census) | | | | | | | | | | | | | Asian, Hawaiian or Pacific Islander | | | | | | ● | ● | | | | | | White | | ● | ● | ● | ● | | | ● | ● | ● | ● | | GENDER | | | | | | | | | | | | | Male | | ● | ● | ● | ● | | ● | | ● | | | | Female | | | | | | ● | | ● | | ● | ● | | AGE (as of May 13, 2025) | | 64 | 74 | 66 | 71 | 49 | 55 | 66 | 64 | 68 | 68 | | BOARD TENURE (years served as of May 13, 2025) | | 5.30 | 24.30 | 1.10 | 5.00 | 1.00 | 5.00 | 1.92 | 8.70 | 10.00 | 6.00 | | OTHER PUBLIC BOARDS (serving on as of March 20, 2025) | | 0 | 0 | 0 | 0 | 0 | 1 | 0 | 0 | 1 | 1 |

  23. Community

    | 32 | Bread Financial | 2025 Proxy Statement |

  24. Community

    | | ACCOUNTING / AUDITING / RISK MANAGEMENT As a public company, our complex accounting and financial reporting functions are subject to a rigorous program of controls and procedures and our Board plays an important role in oversight of our robust audit and enterprise risk management organizations. Directors with experience in these areas are critical to evaluating and providing effective oversight of our consolidated financial statements and financial reporting and our management of the risks inherent in our business operations. | | CORPORATE FINANCE / CAPITAL MANAGEMENT Our corporate finance activities include debt financing transactions, debt and equity market transactions and stock repurchase programs. We allocate capital in various ways to run our operations, grow our business and return value to stockholders. Director experience in these areas is important for effective oversight of our Company’s financial affairs and capital planning and management. | | | BUSINESS OPERATIONS Our business is complex, employing approximately 6,000 associates worldwide and using sophisticated technologies to provide tech-forward payment, lending and saving solutions. Directors with “hands-on” experience developing and implementing operating plans and business strategies at companies with similarly sophisticated business operations have a practical understanding of how such organizations operate in increasingly sophisticated and disruptive competitive environments. | | FINANCIAL EXPERTISE / LITERACY Our business involves complex financial transactions, accounting and reporting requirements. Directors with an understanding of finance and financial reporting processes are able to effectively monitor and assess our operating and strategic performance and ensure accurate financial reporting and robust controls. Substantially all of our nominees are financially literate and three of our nominees satisfy the “accounting or related financial management expertise” criteria set forth in the New York Stock Exchange listing standards. | | | CEO / EXECUTIVE LEADERSHIP Executive leaders have an understanding of organizations and the drivers of individual and team growth and development. Directors with experience serving as a CEO or senior executive enhance the Board’s perspective of our organization’s operations and challenges. | | HUMAN CAPITAL / COMPENSATION The success of our enterprise depends in part on our ability to attract, retain and develop top leaders and a high-performing workforce in markets that are highly competitive for available talent. Directors who have board-level experience with public company executive compensation and broad-based incentive planning, or who have managed or overseen the human resources/compensation function at an operating company help position our Company for success in these areas. | | | CORPORATE GOVERNANCE / ETHICS We are an ethics-driven organization, and our Board – and in particular the Nominating & Corporate Governance Committee – provides a foundation for and oversight of our integrity-based culture. Our Board’s good governance practices and our Company’s focus on sustainability benefit from directors who are well-informed with respect to today’s dynamic governance and ethics environment and who have experience serving on the nominating & corporate governance or comparable committees of other boards. | | INDEPENDENCE Independent directors are uniquely situated to provide unbiased oversight of our management and to work with our senior leaders to develop our Company’s strategic plans. Our Board currently consists of, and if all of the director nominees are elected at the annual meeting, will continue to consist exclusively of independent directors, other than our CEO. All directors currently serving on the Board’s standing committees are independent, and if all of the director nominees are elected at the annual meeting, each of those committees will continue to be populated exclusively by independent directors. |

  25. Community

    | Bread Financial | 2025 Proxy Statement | 33 |

  26. Community

    | | TECHNOLOGY / CYBERSECURITY / PRIVACY Our tech-forward business depends on the effective use of complex technology systems, the safeguarding of data from cybersecurity risks and the protection and use of consumer data in accordance with applicable privacy regulations and good stewardship practices. Directors with experience implementing or overseeing sophisticated technology and technology strategies, the management and mitigation of cybersecurity and technology risks and compliance with privacy regulations help ensure proper risk management and oversight of these important drivers of our business. | | MERGERS & ACQUISITIONS We have historically made acquisitions and dispositions and may continue to do so in the future. Board members with experience in material M&A transactions enhance the decision-making underlying strategic M&A activities and ensure informed oversight of the processes attendant to completing complex transactions. | | | INTERNATIONAL OPERATIONS While our business operations are currently primarily operated in the United States, we have associates and offices in countries located outside of the United States, principally in India, and may continue to expand international operations in the future. The quality of our Board’s oversight and strategic guidance is enhanced by directors whose understanding of international business environments, economic conditions and cultures has been informed by service as a director or senior leader at one or more companies with international operations. | | OTHER PUBLIC COMPANY BOARD EXPERIENCE Public companies must comply with a variety of complex accounting, disclosure and other compliance obligations, and public company boards have significant oversight and other duties. Directors with experience serving on the boards and board committees of other public companies understand public company reporting responsibilities, corporate governance trends and practices and other issues commonly faced by public companies, and have insight into board operations, board/management relations, agenda setting, succession planning and other board duties and activities. Our Corporate Governance Guidelines include limits on the number of other public company boards and audit committees on which our directors may serve. |

  27. Community

    | | RELEVANT INDUSTRY EXPERIENCE Our Nominating & Corporate Governance Committee uses a skills matrix to identify the skills and experience our Board needs to address the dynamic environment in which we operate our business. Directors with experience in industries in which we or our customers operate provide us with a better understanding of the challenges and opportunities facing our business |

  28. Community

    | 34 | Bread Financial | 2025 Proxy Statement |

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    2025 Director Nominees and Proposed Committee Memberships:

  30. Community

    | | | Committee Membership | | | | | Name | Independent | Audit | Compensation & HC | N&CG | Risk & Technology | | Ralph J. Andretta | | | | | | | Roger H. Ballou (Chair) | ● | ● | ● | | | | John J. Fawcett | ● | ● | | ● | | | John C. Gerspach, Jr. | ● | Chair | | | ● | | Praniti Lakhwara | ● | | | | ● | | Rajesh Natarajan | ● | | | ● | ● | | Joyce St. Clair | ● | | ● | | ● | | Timothy J. Theriault | ● | ● | | | Chair | | Laurie A. Tucker | ● | | ● | Chair | | | Sharen J. Turney | ● | | Chair | ● | |

  31. Community

    | AGE 64 DIRECTOR SINCE 2020 COMMITTEES: None | Ralph J. Andretta PRESIDENT | CEO, BREAD FINANCIAL HOLDINGS, INC. | | | | Experience and Qualifications • President and Chief Executive Officer of Bread Financial since February 2020 • Managing Director and Head of US Cards for Citigroup from 2011 to November 2019; and prior to that, he held positions in charge of loyalty, co-brand and product development • Global affinity and international card executive at Bank of America from 2010 to 2011 • Served 18 years with American Express prior to 2010 • Member of Nationwide Children’s Hospital Board of Trustees from 2020 to present • Member of Women’s Sports Foundation Board of Trustees from January 2023 to present • Member of the Bob Woodruff Foundation Board of Directors from April 2024 to present • Bachelor’s degree in accounting and finance from Siena College | | | | Skills | | | | • Mr. Andretta’s role as our current Chief Executive Officer provides a link to the Company’s management and a unique level of insight into the Company’s operations | • His financial, capital allocation and global operations experience together with his expertise in the banking and financial services, data and loyalty/marketing industries add important and relevant diversity to the Board’s overall mix of skills • Our Board of Directors believes Mr. Andretta is well-qualified for re-election as a Director |

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    | Bread Financial | 2025 Proxy Statement | 35 |

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    | AGE 74 DIRECTOR SINCE 2001 CHAIR OF THE BOARD SINCE 2020 COMMITTEES: Audit Compensation & Human Capital | Roger H. Ballou FORMER CEO AND DIRECTOR OF CDI CORPORATION | | | | Experience and Qualifications • Chief Executive Officer and a Director of CDI Corporation, a public company engaged in providing staffing and outsourcing services, from October 2001 until January 2011 • Self-employed consultant from October 2000 to October 2001, and since 2012 • Chairman and Chief Executive Officer of Global Vacation Group, Inc. from April 1998 to September 2000 • Senior advisor for Thayer Capital Partners from September 1997 to April 1998 • From April 1995 to August 1997, he served as Vice Chairman and Chief Marketing Officer, then as President and Chief Operating Officer, of Alamo Rent-a-Car, Inc. • Bachelor’s degree from the Wharton School of the University of Pennsylvania • MBA from the Tuck School of Business at Dartmouth | | | | Skills | | | | • Mr. Ballou’s qualifications include executive and/or board-level experience in the banking, financial services, business services, data and marketing industries and information technology, financial, global operations and M&A expertise and service on public company boards, including as a member or chair of public company Audit, Compensation, Nominating and Corporate Governance, Risk and Executive Committees | • Our Board of Directors values Mr. Ballou’s significant executive and public company Board experience as well as his Audit Committee financial expertise which, together with his global operations, banking and other relevant industry experience, strengthen and diversify the Board’s mix of skills, and the Board believes Mr. Ballou is well-qualified for re-election as a Director Other Public Directorships in the Past Five Years • Univest Financial Corporation • Chair of the Compensation Committee • Member of the Audit Committee, Risk Committee and Executive Committee • RCM Technologies, Inc. • Lead Independent Director • Member of the Audit Committee and Nominating & Corporate Governance Committee • Loyalty Ventures Inc. • Chairman of the Board • Member of the Compensation Committee and Corporate Governance and Nominating Committee |

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    | 36 | Bread Financial | 2025 Proxy Statement |

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    | AGE 66 DIRECTOR SINCE 2024 COMMITTEES: Audit Nominating & Corporate Governance | John J. Fawcett FORMER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER OF CIT GROUP INC. | | | | Experience and Qualifications • Executive Vice President and Chief Financial Officer of CIT Group Inc. from April 2017 until its acquisition by First Citizens BancShares in January 2022 • Interim Chief Financial Officer of Citizens Financial Group, Inc. from December 2016 to March 2017 • Director of Rabobank (Utrecht-Americas Holding Company), a Dutch multinational banking and financial services company from 2016 to 2017, where he served as the chair of the Audit Committee • Executive Vice President and Chief Financial Officer of Royal Bank of Scotland (RBS) Americas and Citizens Financial Group from January 2008 to April 2015 • Served in senior financial leadership positions with increasing responsibility at Citigroup Inc. from 1987 to 2007, including as Chief Financial Officer, Global Transactions Services and Chief Financial Officer, Commercial Markets Business • KPMG senior audit manager from 1980 to 1987, specializing in banking and financial services audit engagement • Bachelor’s degree in accounting and MBA from St. John’s University | | | | Skills | | | | • Mr. Fawcett’s qualifications include significant executive-level banking and financial services experience in all aspects of finance, including strategic planning, financial analysis, accounting, treasury management, tax, M&A, complex transactions and investor relations experience. | • Our Board of Directors believes Mr. Fawcett’s significant executive banking and financial expertise, particularly with respect to banking, financial, accounting, international operations and business operations will benefit our business and the Board’s overall mix of skills, making him well-qualified for re-election as a Director. |

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    | Bread Financial | 2025 Proxy Statement | 37 |

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    | AGE 71 DIRECTOR SINCE 2020 COMMITTEES: Audit (Chair) Risk & Technology | John C. Gerspach, Jr. FORMER CFO OF CITIGROUP, INC. | | | | Experience and Qualifications • Self-employed consultant since March 2022 • Chief Financial Officer of Citigroup, Inc. from 2009 to 2019 and was employed by Citigroup, Inc. in various capacities of increasing experience and responsibilities since 1990 • Chief Financial Officer of Penn Central Industries Group from 1986 to 1990 • Comptroller of the Defense Contracting Group at ITT Corporation from 1980 to 1986 • Served in various roles with Arthur Andersen & Company at the beginning of his career • Member of the Financial Accounting Standards Advisory Council (FASAC) from 2010 to 2013 • Bachelor’s degree in accountancy from the University of Notre Dame • Certified Public Accountant in the State of New York from 1977 to 2019. | | | | Skills | | | | • Mr. Gerspach’s qualifications include executive-level experience in the banking and financial services industry for a global corporation, including roles in audit, accounting, risk management and international operations | • Our Board of Directors believes Mr. Gerspach’s expertise, particularly with respect to banking, financial, audit, risk management and global operations, will benefit our business and the Board’s overall mix of skills, making him well-qualified for re-election as a Director |

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    | 38 | Bread Financial | 2025 Proxy Statement |

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    | AGE 49 DIRECTOR SINCE 2024 COMMITTEE: Risk & Technology | Praniti Lakhwara CHIEF INFORMATION OFFICER OF ZSCALER, INC. | | | | Experience and Qualifications • Chief Information Officer of Zscaler, Inc.; prior to becoming Chief Information Officer, Ms. Lakhwara served as Zscaler’s Senior Vice President of Information Technology and Applications from May 2021 to March 2022 • Served in senior leadership positions at Conga Inc. from May 2017 to May 2021, including as Chief Information Officer and Data Privacy Officer • Vice President, Information Technology of Nimble Storage from 2015 to 2017 • Served in various technology roles with increasing responsibility, including as Senior Director, Applications and Integration at Guideware Software, Inc. from 2013 to 2015 • Served in various technology roles with increasing responsibility at Align Technology, Inc. from 2001 to 2013 • Bachelor’s degree in aeronautical engineering from Arizona State University | | | | Skills | | | | • Ms. Lakhwara’s qualifications include significant executive-level technology experience with building, scaling and maturing global IT operations, including roles in deployment and governance of emerging technology, AI and automation. | • Our Board of Directors believes Ms. Lakhwara’s significant executive technology expertise, particularly with respect to international business operations, information technology, cybersecurity and privacy will benefit our business and the Board’s overall mix of skills, making her well-qualified for re-election as a Director. |

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    | Bread Financial | 2025 Proxy Statement | 39 |

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    | AGE 55 DIRECTOR SINCE 2020 COMMITTEES: Nominating & Corporate Governance Risk & Technology | Rajesh Natarajan CHIEF PRODUCT AND STRATEGY OFFICER OF GLOBALIZATION PARTNERS | | | | Experience and Qualifications • Chief Product and Strategy Officer of Globalization Partners since March 2022 • Executive Vice President of Products and Engineering of RingCentral, Inc. from December 2020 to December 2021 • Executive Vice President and Chief Product and Technology Officer of Ancestry.com from February 2017 to November 2020 • Served in senior leadership positions with increasing responsibility in the areas of technology and product development at Intuit, Inc. from 2014 to 2017, including as Senior Vice President and Chief Information Security and Fraud Officer • Served in senior leadership positions with increasing responsibility in the areas of technology and product development at PayPal Holdings, Inc. from 2006 to 2014, including as Vice President, Platform Engineering and Operations • Served in various management positions with increasing responsibility in the area of technology from 1995 to 2006 with Sabre Holdings Corporation, including as an early member of the development team that founded Travelocity.com • Bachelor’s degree in mechanical engineering from Jawaharlal Nehru Technology University in India • Master’s degree in industrial engineering from Clemson University | | | | Skills | | | | • Mr. Natarajan’s qualifications include executive experience in roles requiring expertise in information technology, cybersecurity, engineering, operations and product development. | • Our Board of Directors believes Mr. Natarajan’s expertise, particularly with respect to international business operations, technology development, information technology and cybersecurity, will benefit our business and the Board’s overall mix of skills, making him well-qualified for re-election as a Director. | | | Other Current Public Directorships • HealthEquity, Inc. • Member of the Cybersecurity and Technology Committee and Audit and Risk Committee | |

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    | 40 | Bread Financial | 2025 Proxy Statement |

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    | AGE 66 DIRECTOR SINCE 2023 COMMITTEES: Compensation & Human Capital Risk & Technology | Joyce St. Clair FORMER EXECUTIVE VICE PRESIDENT AND CHIEF HUMAN RESOURCES OFFICER OF NORTHERN TRUST CORPORATION. | | | | Experience and Qualifications • Executive Vice President and Chief Human Resources Officer of Northern Trust Corporation from July 2018 until her retirement in April 2022 • Served in senior leadership positions with increasing responsibility at Northern Trust Corporation since joining the firm in 1992, including as Executive Vice President and Chief Capital Management Officer from 2015 to 2018, as President of Enterprise Operations from 2014 to 2015, as President of Operations and Technology from 2011 to 2014, and as Chief Risk Officer from 2007 to 2011 • Served as an associate partner for Accenture prior to joining Northern Trust Corporation • Appointed by President Obama to serve as a member of the advisory committee of the Pension Benefit Guaranty Corporation (PBGC) from 2016 until her term expired in 2019 • Bachelor’s degree from Indiana University, Kelley School of Business • MBA from the Booth School of Business at the University of Chicago | | | | Skills | | | | • Ms. St. Clair’s qualifications include significant executive-level experience in the financial services industry, with expertise in global compliance, risk and control, regulatory relations, transaction processing, securities operations, technology, cyber security, regulatory capital and liquidity requirements, human capital operations and metrics and board governance. | • Our Board of Directors believes Ms. St. Clair’s financial expertise, particularly with respect to compliance, risk, regulatory relations, technology, cyber security, regulatory capital and liquidity requirements and human capital operations will benefit our business and the Board’s overall mix of skills, making her well-qualified for re-election as a Director. |

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    | Bread Financial | 2025 Proxy Statement | 41 |

  45. Community

    | AGE 64 DIRECTOR SINCE 2016 COMMITTEES: Audit Risk & Technology (Chair) | Timothy J. Theriault FORMER EVP, GLOBAL CIO AND ADVISOR TO CEO OF WALGREENS BOOTS ALLIANCE, INC. | | | | Experience and Qualifications • Advisor to the Chief Executive Officer of Walgreens Boots Alliance, Inc. from June 2015 until November 2016 • Executive Vice President and Global Chief Information Officer of Walgreens Boots Alliance, Inc. from July 2014 to June 2015 • Served in senior leadership positions with increasing responsibility at Walgreen Co. from October 2009 to July 2014, including as Senior Vice President and Chief Information, Innovation and Improvement Officer • Served in various executive and management positions with increasing responsibility in the area of information technology with Northern Trust Corporation from May 1991 to October 2009 and July 1982 to October 1989. • Director of End User Computing and Advanced Technologies for S. C. Johnson & Son, Inc., from October 1989 to May 1991 • Current Director and a member of the Financial & Investment Committee and Compliance Committee of Wellmark Blue Cross and Blue Shield • Former lead Director of the Depository Trust Clearing Corporation • Bachelor’s degree from Illinois State University • Completed the Harvard Business School advanced management program | | | | Skills | | | | • Mr. Theriault brings significant expertise in information technology and cybersecurity to our Board • Together with his financial sophistication, banking, global operations, risk management and compensation experience gained as a senior executive in the financial services, health care and retail industries and service on public company Boards, including as a member of public | company Audit and Compensation Committees, Mr. Theriault’s expertise and experience broaden the Board’s skill set and enhance its ability to understand and oversee risk, including those associated with information technology, cybersecurity and bank regulatory matters • The Board of Directors believes Mr. Theriault is well-qualified for re-election as a Director | | | Other Public Directorships in Past Five Years • Vitamin Shoppe, Inc. | |

  46. Community

    | 42 | Bread Financial | 2025 Proxy Statement |

  47. Community

    | AGE 68 DIRECTOR SINCE 2015 COMMITTEES: Compensation & Human Capital Nominating & Corporate Governance (Chair) | Laurie A. Tucker FOUNDER AND CHIEF STRATEGY OFFICER OF CALADE PARTNERS LLC | | | | Experience and Qualifications • Founder and Chief Strategy Officer for marketing consultancy firm, Calade Partners LLC since January 2014 • Senior Vice President-Corporate Marketing of FedEx Services, Inc., a subsidiary of FedEx Corporation, a public company engaged in transportation, e-commerce and business services, from 2000 to 2013 and was employed by FedEx in various capacities of increasing experience and responsibilities since 1978 • Bachelor’s degree and an MBA from the University of Memphis | | | | Skills | | | | • Ms. Tucker’s qualifications include financial and compensation expertise, global operations experience and strong leadership skills developed as a public company Board member, including as a member of public company Audit, Compensation and Nominating and Corporate Governance Committees, and as a senior executive serving in various roles at a large multinational public company | • These credentials, together with her expertise and experience in e-commerce, retail, technology, customer service and corporate marketing, add significant value to the Board of Directors, making her well-qualified for re-election as a Director | | | Other Current Public Directorships • Forward Air Corporation • Chair of the Corporate Governance and Nominating Committee • Member of the Executive Committee | |

  48. Community

    | Bread Financial | 2025 Proxy Statement | 43 |

  49. Community

    | AGE 68 DIRECTOR SINCE 2019 COMMITTEES: Compensation & Human Capital (Chair) Nominating & Corporate Governance | Sharen J. Turney FORMER CEO OF VICTORIA’S SECRET | | | | Experience and Qualifications • Chief Executive Officer of Russia-based jeans brand Gloria Jeans from November 2018 until November 2019 • Director of Sweden-based designer sock and underwear brand Happy Socks AB from January 2018 until November 2019 • President and Chief Executive Officer of Victoria’s Secret, a division of publicly-traded national retailer L Brands, Inc., from July 2006 until February 2016 • President and Chief Executive Officer of Victoria’s Secret Direct, the brand’s catalogue and e-commerce arm, from May 2000 until July 2006 • Served for 10 years in various executive roles including President and Chief Executive Officer of Neiman Marcus Direct, the direct marketing division of luxury brand retailer Neiman Marcus Group • Served as an advisor to several retailers and technology companies • Director of FULLBEAUTY Brands from July 2016 to September 2018 • Director of Nationwide Children’s Hospital, Inc., including as Chairman of the Board of its Research Institute, from 2012 to 2018 • Formerly served on the Baker Retailing Center Industry Advisory Board at Wharton School at the University of Pennsylvania • Director of the University of Oklahoma Foundation, where she serves as the Chair of the Audit Committee and a member of the Investment Committee • Bachelor’s degree from the University of Oklahoma | | | | Skills | | | | • Ms. Turney’s qualifications include executive and/or Board-level experience in the retail industry, including as an executive officer of a Fortune 500 fashion retailer, loyalty, marketing and digital/e-commerce expertise, global operations experience, service on public company Boards, including as a member of public company Compensation and Nominating and Corporate Governance Committees, financial expertise and executive | leadership at companies operating in industries relevant to our business • Our Board of Directors believes Ms. Turney’s expertise, particularly with respect to her retail and digital/e-commerce marketing experience, will benefit our business and enhance our understanding of our customers’ businesses, making her well-qualified for re-election as a Director | | | Other Current Public Directorships • Paycom Software, Inc. • Chair of the Nominating & Corporate Governance Committee • Member of the Compensation Committee | Other Public Directorships in the Past Five Years • Academy Sports and Outdoors, Inc. • Member of the Compensation Committee and Nominating & Corporate Governance Committee |

  50. Community

    | 44 | Bread Financial | 2025 Proxy Statement |

  51. Role of Proxies in Election of Directors

    Role of Proxies in Election of Directors The persons named as your proxies will have full discretion to cast votes for other persons in the event any nominee is unable to serve. Our Board of Directors has no reason to believe that any nominee will be unable to serve if elected. In an uncontested election, if a quorum is present, directors are elected by a majority of the votes cast, at the meeting or by proxy. This means that the ten nominees will be elected if they receive more “For” votes than “Against” votes. In accordance with Section 3.3.1 of our bylaws, any nominee who is currently serving as a director and does not receive a majority of votes cast shall immediately tender his or her resignation for consideration by our Board of Directors. Our Board of Directors will then evaluate whether to accept or reject such resignation, or whether other action should be taken. The Board of Directors will publicly disclose its decision to accept or reject such resignation and its rationale within 90 days from the date of certification of the director election results.

  52. Role of Proxies in Election of Directors

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  53. Role of Proxies in Election of Directors

    | Executive Officers |

  54. Role of Proxies in Election of Directors

    | Age: 63 | Ralph J. Andretta PRESIDENT | CHIEF EXECUTIVE OFFICER | DIRECTOR | | | Biographical Information • Mr. Andretta’s biographic information appears under Proposal One: Election of Directors in this proxy statement. |

  55. Role of Proxies in Election of Directors

    | Age: 59 | Perry S. Beberman EXECUTIVE VICE PRESIDENT | CHIEF FINANCIAL OFFICER | | | Biographical Information • Joined Bread Financial as Executive Vice President and Chief Financial Officer in July 2021. • Served in various leadership roles with increasing responsibility at Bank of America from 2005 to June 2021, including as Senior Vice President and Finance Executive of Bank of America’s consumer and wealth management lending products from October 2019 to June 2021. • Joined Bank of America following its acquisition of MBNA in 2005, where he had spent more than 17 years in leadership roles with increasing responsibility. • Serves as a member of the Finance Committee, Governance Committee and Advisory Committee of Ronald McDonald House of Greater Delaware. • Director of Reach Riverside Corp., where he serves as the Treasurer and Chair of the Finance Committee and a member of the Executive Committee and Strategic Planning Committee. • Serves as a member of the Finance Committee of Christiana Care Health System. • Holds a Bachelor’s degree in business administration and an MBA from the University of Delaware. |

  56. Role of Proxies in Election of Directors

    | 46 | Bread Financial | 2025 Proxy Statement |

  57. Role of Proxies in Election of Directors

    | Age: 45 | Allegra S. Driscoll EXECUTIVE VICE PRESIDENT | CHIEF TECHNOLOGY OFFICER | | | Biographical Information • Joined Bread Financial as Executive Vice President and Chief Technology Officer in January 2024. • Came to Bread Financial from American Express where she served as SVP, Chief Information Officer of the Global Commercial Services Unit from April 2022 to January 2024 and SVP, Chief Information Officer of the Corporate Systems Unit and Head of Technology Strategy & Transformation from January 2020 to April 2022. • Served in senior leadership positions with increasing responsibility at Credit Suisse from September 2010 to December 2019, including as the Managing Director, COO Global Markets Technology and IHC Technology during 2019. • Served in various leadership positions with increasing responsibility at Goldman Sachs from May 2001 to July 2010. • Member of the Advisory Board of the CTO Forum, a not-for-profit organization composed of senior technology executives, business leaders and academicians, focused on key technology issues and accelerating innovation across organizations. • Director of Boscobel House and Gardens, a not-for-profit organization. • Holds a Bachelor’s degree in computer science from Barnard College, Columbia University. |

  58. Role of Proxies in Election of Directors

    | Age: 60 | Valerie E. Greer EXECUTIVE VICE PRESIDENT | CHIEF COMMERCIAL OFFICER | | | Biographical Information • Joined Bread Financial as Executive Vice President and Chief Commercial Officer in June 2020. • Before joining Bread Financial, led the U.S. cards co-brand business at Citigroup, where Ms. Greer worked from September 2011 to April 2020. • Served as the General Manager, Partnerships for JPMorgan Chase from 2006 to 2011. • Served in senior leadership positions with increasing responsibility at HSBC from 1994 to 2006, including as the Executive Director of HSBC’s private label business from 2003 to 2006. • Director of Ruling Our eXperiences, Inc., a girls not-for-profit organization where she serves as a member of the Development Committee. • Holds a Bachelor’s degree from University of Manitoba and an MBA from the Kellogg School of Management at Northwestern University. |

  59. Role of Proxies in Election of Directors

    | Bread Financial | 2025 Proxy Statement | 47 |

  60. Role of Proxies in Election of Directors

    | Age: 51 | Tammy M. McConnaughey EXECUTIVE VICE PRESIDENT, CHIEF CREDIT RISK AND OPERATIONS OFFICER | | | Biographical Information • Has served as Executive Vice President overseeing Operations and Credit Risk of Bread Financial since January 2021; originally joined the Company in 1992. • Prior to her current role, Ms. McConnaughey served in increasingly senior leadership positions over her thirty-year tenure with the Company across collections, customer care, operations and credit risk. • Director of Mid-Ohio Food Collective, a not-for-profit organization. • Holds a Bachelor’s degree in business from Mount Vernon Nazarene University. |

  61. Role of Proxies in Election of Directors

    | Age: 63 | Joseph L. Motes III EXECUTIVE VICE PRESIDENT | CHIEF ADMINISTRATIVE OFFICER | GENERAL COUNSEL | SECRETARY | | | Biographical Information • Has served as Executive Vice President, Chief Administrative Officer, General Counsel and Secretary of Bread Financial since June 2019; originally joined the Company as General Counsel and Secretary in July 2015. • Before joining Bread Financial, Mr. Motes was a partner at Akin, Gump, Strauss, Hauer & Feld, LLP, where he worked for nearly 20 years and was the lead relationship partner for the Company. • Holds a Bachelor’s degree in geology from Trinity University and a J.D. from Southern Methodist University Dedman School of Law, where he served as Editor-in-Chief of the SMU Law Review. |

  62. Role of Proxies in Election of Directors

    | 48 | Bread Financial | 2025 Proxy Statement |

  63. Role of Proxies in Election of Directors

    | Age: 52 | J. Bryan Campbell SENIOR VICE PRESIDENT | CHIEF ACCOUNTING OFFICER | | | Biographical Information • Joined Bread Financial as Senior Vice President and Chief Accounting Officer in November 2021. • Came to Bread Financial from American Express Company, where he served as Vice President of Finance within the Controllership leadership team from February 2017 to November 2021, Vice President of Finance – Head of External Reporting from March 2015 to February 2017, and in other roles of increasing responsibility from August 2007 to March 2015. • Served as Assistant Controller at General Electric Company from 2006 to 2007. • Held various strategic and finance roles at Credit Suisse, Deloitte and KPMG from 1995 to 2006. • Holds a Bachelor’s degree in accounting and finance from the University of Colorado at Boulder and is a Certified Public Accountant in the state of Colorado. |

  64. Role of Proxies in Election of Directors

    | Bread Financial | 2025 Proxy Statement | 49 |

  65. Role of Proxies in Election of Directors

    | Compensation & Human Capital Committee Report |

  66. Role of Proxies in Election of Directors

    The Compensation & Human Capital Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation & Human Capital Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. This report has been furnished by the members of the Compensation & Human Capital Committee. Roger H. Ballou Joyce St. Clair Laurie A. Tucker Sharen J. Turney, Chair

  67. Role of Proxies in Election of Directors

    | 50 | Bread Financial | 2025 Proxy Statement |

  68. Role of Proxies in Election of Directors

    | Compensation Discussion & Analysis |

  69. Defined Terms in this CD&A

    | • AIC — | Annual Incentive Compensation | | • CHCC — | Compensation & Human Capital Committee | | • EPS — | Earnings Per Share | | • ERM — | Enterprise Risk Management | | • LTIC — | Long-Term Equity Incentive Compensation | | • NCL — | Net Credit Loss | | • NEO — | Named Executive Officer | | • NPS — | Net Promoter Score |

  70. Defined Terms in this CD&A

    | • PBRSU — | Performance-Based Restricted Stock Unit | | • PPNR — | Pretax Pre-provision Earnings(1) | | • ROE — | Return on Equity | | • ROTCE — | Return on Tangible Common Equity(1) | | • RSU — | Restricted Stock Unit | | • rTSR — | Relative Total Stockholder Return | | • SLAs — | Service Level Agreements | | • TBRSU — | Time-Based Restricted Stock Unit |

  71. 2024 Focus Areas and Achievements

    | 2024 Key Focus Area | Key Achievements within Focus Area in 2024 | How Focus Area is Reflected in Our 2024 Compensation Program | | Responsible Growth | • Launched new programs with Hard Rock International, HP and Saks Fifth Avenue • 9 out of 10 largest programs are secured through at least 2028 • Maintained stable credit risk distribution despite a challenging macroeconomic environment • Balanced investment and risk through disciplined capital allocation | • ROE (LTIC plan metric) • PPNR (30% weighting on AIC scorecard) • Average Loans (10% weighting on AIC scorecard) • NCLs (10% weighting on AIC scorecard) • Operating Leverage (10% weighting on AIC scorecard) • NPS (5% weighting on AIC scorecard) | | Manage macroeconomic and regulatory environment | • Effectively implemented our enhanced end-to-end credit management process to balance profitability and risk • Maintained conservative economic scenario weightings in our credit reserve modeling • Executed on mitigation strategies to limit the potential impact of the CFPB’s rule on credit card late fees | • Average Loans (10% weighting on AIC scorecard) • NCLs (10% weighting on AIC scorecard) • ERM Composite Metric (10% weighting on AIC scorecard) • Readiness for the CFPB Late Fee Rule was a Strategic Modifier to our AIC scorecard |

  72. 2024 Focus Areas and Achievements

    | 2024 Key Focus Area | Key Achievements within Focus Area in 2024 | How Focus Area is Reflected in Our 2024 Compensation Program | | Accelerate Digital & Technology | • Advanced our technology platform anchored on customer centricity, resiliency, security and growth • Significant technology enhancements in loan servicing and collections capabilities, credit risk strategy, fraud mitigation and marketing • $100+ million of 4-year run rate estimated savings through changes to operating model, workforce strategy, SaaS rationalization, instrumentation and automation | • Performance on Critical SLAs (5% weighting on AIC scorecard) • Digital Engagement Composite Metric (5% weighting on AIC scorecard) • Application Availability (5% weighting on AIC scorecard) • NPS (5% weighting on AIC scorecard) • ROE (LTIC plan metric) • PPNR (30% weighting on AIC scorecard) | | Operational Excellence | • Leveraged innovation, best practices and scale to gain efficiencies throughout the organization • Broad employee engagement and buy-in (700+ ideas submitted by employees) • ~30 process automations already introduced that are estimated to save 100,000+ work hours in 2025 | • Operational Excellence was a Strategic Modifier to our AIC scorecard • Operating Leverage (10% weighting on AIC scorecard) • ROE (LTIC plan metric) • Associate Engagement (5% weighting on AIC scorecard) |

  73. Other 2024 Achievements

    | • | BenchmarkPortal Center of Excellence (19th consecutive year on the list) |

  74. Say-On-Pay and Stockholder Engagement

    | Feedback We Heard from Stockholders | How We are Responding | | LTIC: Preference for the addition of one or more performance metrics into our PBRSU design | The most frequent topic that arose in our conversations with stockholders throughout the year was the design of our PBRSUs, and specifically whether the CHCC would consider incorporating one or more additional performance metrics into our PBRSUs, which in recent years were based solely on ROE. Taking this stockholder feedback into account, we are pleased to report that the CHCC re-designed our PBRSU grants for 2025: • ROTCE: 75% of the PBRSU award is tied to Return on Tangible Common Equity (ROTCE) • EPS: 25% of the PBRSU award is tied to Earnings per Share (EPS) • rTSR: We have added a +/- 10% rTSR modifier measured against a defined peer group Throughout our dialogue with stockholders, there was not consensus among stockholders regarding any particular additional metric(s) that stockholders preferred to be incorporated into our PBRSU design. In finalizing the design outlined above, however, the CHCC sought to synthesize the feedback received from stockholders to utilize a mix of metrics that makes sense for our business, properly incentivizes our NEOs and further aligns our NEOs’ interests with those of stockholders. As with prior years: (i) 60% of our NEOs’ LTIC awards are in the form of PBRSUs, with the remaining 40% in TBRSUs, emphasizing the performance component of our NEOs’ long-term equity incentive compensation; (ii) the payout remains at 50% for threshold performance and 150% for maximum performance; and (iii) the PBRSUs will be measured over a three-year period. | | AIC: Support for changes made to our 2024 AIC scorecard | Stockholders were supportive of the stockholder-focused changes that we made to the design of our 2024 AIC scorecard (which we have carried forward into 2025), including: • Increasing the weighting of the Stockholder metrics from 60% to 70% • Capping the total payout on the core scorecard at 100% (before modifiers) unless the Financial metrics, in aggregate, achieve at least 85% of target | | Disclosure: Support for forward-looking performance targets for PBRSUs | Stockholders were appreciative of our disclosure of forward-looking performance targets. We were pleased to hear this feedback, and we continue to provide these forward-looking disclosures. See “—Compensation Programs—Long-Term Equity Compensation—PBRSU Targets and Results” below. | | Disclosure: Support for the comprehensive disclosure and transparency regarding AIC scorecard | We were thankful to hear this feedback. Transparency in our disclosures regarding our compensation practices and decision-making remains a key priority for us. |

  75. Key Compensation Policies and Practices

    | | What We Do | | | What We Don’t Do | | PERFORMANCE-BASED PAY We emphasize pay for performance. Our executive compensation includes both annual cash and long-term equity components tied to financial and non-financial performance. STOCKHOLDER ALIGNMENT Our compensation program is designed to be aligned with our long-term interests and those of our stockholders, with a majority of our CEO’s target direct compensation delivered as LTIC awards (of which 60% are performance-based). ROBUST GOAL-SETTING We set challenging goals that align with Company strategy. CLAWBACK PROVISIONS We have adopted a comprehensive clawback policy providing for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws, which policy is compliant with the requirements of Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual. DOUBLE-TRIGGER CHANGE IN CONTROL We use double trigger acceleration provisions upon a change in control in our equity incentive plans and related equity award agreements. SIGNIFICANT STOCK OWNERSHIP Our directors and executive officers are required to hold a minimum amount of stock to further enhance alignment with stockholders. BALANCED COMPENSATION STRUCTURE We utilize a balanced approach to compensation, combining fixed and variable, short-term and long-term, and cash and equity components. INDEPENDENT COMPENSATION COMMITTEE Each member of our CHCC meets the independence requirements under SEC rules and NYSE listing standards. INDEPENDENT COMPENSATION CONSULTANT The CHCC engages an independent compensation consultant. | | | NO EMPLOYMENT, SEVERANCE OR CHANGE IN CONTROL AGREEMENTS We do not have employment, severance or change in control agreements with our executive officers. NO TAX GROSS-UP PROVISIONS We do not enter into excise tax gross-up arrangements with any of our executive officers. NO EXCESSIVE PERQUISITES We provide only limited perquisites to our executive officers. NO SPECULATIVE TRADING Our directors, executive officers and associates are prohibited from trading in puts or calls or engaging in short sales with respect to our securities. NO EXCESSIVE RISK-TAKING We regularly review our compensation program to ensure that the program does not promote unnecessary or excessive risk-taking. NO PLEDGING OF OUR SECURITIES Our directors, executive officers and associates are prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan. NO HEDGING OF OUR SECURITIES Our directors, executive officers and associates are prohibited from engaging in hedging transactions with respect to our securities. NO DIVIDENDS ON EQUITY GRANTS UNLESS VESTED We do not pay dividends or dividend equivalent rights on any equity granted to directors or executive officers unless those grants vest. | |

  76. Overview of 2024 NEO Compensation Program Elements

    | | Form of Payment | | Performance Period | Performance Criteria | Objectives | For More Information | | Base Salary | | Cash; Fixed | Ongoing | Alignment of salary with performance is evaluated on an annual basis | • Compensates for day-to-day performance • Attracts, retains and rewards NEOs with competitive fixed pay • Reflects experience and job scope | Page 63 | | Annual Incentive Compensation (AIC) | | Cash; Performance-Based | One Year | Based on results of balanced scorecard for the year | • Incentivizes performance on a range of financial and non-financial metrics in the following categories: Stockholder, Customer and Associate • Rewards successful execution of key annual strategic goals | Page 63 | | Long-Term Equity Incentive Compensation (LTIC) | | 60% PBRSUs | Three-Year Cliff Vesting | ROE | • Aligns incentives with stockholder interests and long-term financial objectives • Focuses our executives on delivering exceptional performance | Page 72 | | | | 40% TBRSUs | Vests Ratably Over Three-Year Period | Time-based | • Increases retention • Promotes direct alignment with stockholder interests • Rewards creation of long-term value | Page 72 |

  77. Annual Incentive Compensation

    Annual Incentive Compensation AIC is the annual cash-denominated performance-based component of our executive compensation program designed to provide an incentive to our NEOs and other executive officers to contribute to our annual objectives, including key strategic priorities for the year. The CHCC focuses on matching rewards with results and encourages executive officers to make significant contributions toward our financial results and other objectives by providing a basic reward for reaching threshold expectations, plus an upside for reaching our aspirational goals. Our formulaic AIC program is structured to reflect specific and measurable financial and non-financial goals, which are approved by the CHCC at the beginning of the year and set forth on the Company’s annual balanced scorecard.

  78. Annual Incentive Compensation

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  79. HOW AIC AWARDS ARE CALCULATED

    HOW AIC AWARDS ARE CALCULATED During fiscal year 2024, each of our NEOs was eligible to earn an AIC award. Each NEO’s target AIC award (Target Award) was expressed as a percentage of his or her base salary, reflecting peer and industry data and practice, internal equity among executive officers, the intended value and mix of target total direct compensation and the other factors set forth under “Compensation Determination Process” below. After the end of the fiscal year, the CHCC determined the amount of each NEO’s AIC award based upon the Company’s achievement against pre-determined goals, as set forth in the Company’s 2024 core scorecard and as modified by the modifiers that were adopted as part of the 2024 AIC program. Core Scorecard Payout Opportunities. For the 2024 AIC core scorecard metrics, the CHCC established threshold, target and maximum goal levels for each metric, with threshold equating to a payout of 50% of the Target Award, target generally equating to a payout of 100% of the Target Award, and maximum equating to a payout of 200% of the Target Award. The only exception to the foregoing is that, for 2024, the Financial metrics in the core scorecard (i.e., Average Loans, NCLs, PPNR and Operating Leverage) had a target range, rather than a discrete number as the target. Within the target range for the Financial metrics, the low-end of the range equated to a score of 95% of the Target Award and the high-end of the range equated to a score of 105% of the Target Award, with results between the low-end and the high-end of the target range interpolated on a straight line basis. At the time the 2024 scorecard was approved, there was significant macroeconomic uncertainty and it was unclear whether, and to what extent, those conditions would improve or worsen throughout the year. Accordingly, the rationale for using the target range was to avoid unfairly penalizing or rewarding NEOs for macroeconomic volatility that was outside of their control. Beginning in 2024, the CHCC also incorporated a new provision into the AIC program, which provides that the core scorecard would be capped at 100% unless the Company scored at least 85% on the Financial metrics (i.e., Average Loans, NCLs, PPNR and Operating Leverage), in aggregate. Results are interpolated for performance (i) between threshold and target (or, in the case of Financial metrics, the low-end of the target range), and (ii) between maximum and target (or, in the case of the Financial metrics, the high-end of the target range). After the score for each individual metric is determined, it is then multiplied by the weighting assigned to that metric (see “—2024 Balanced Scorecard Targets and Results” below), and the weighted scores for all metrics are added together to determine the total core scorecard result. Application of Modifiers to Payout Opportunities. The CHCC also established two strategic modifiers in 2024, each of which was based on a critical business priority for 2024. Each of these strategic modifiers had the potential to increase the total payout percentage by up to a maximum of 10%. Lastly, the CHCC incorporated a Discretionary Consideration Framework (DCF) modifier for 2024, which could either increase or decrease the total payout percentage by up to a maximum of +/-10%. Establishing a maximum payout amount under our AIC plan deters excessive risk-taking, while having an equitable payout amount that can be earned at a defined performance threshold encourages goal attainment. No payout is made for performance below the threshold performance amount.

  80. 2024 CORE SCORECARD DESIGN

    2024 CORE SCORECARD DESIGN Our 2024 core scorecard encompassed a selection of both financial and non-financial metrics important to all stakeholders, organized under the Stockholder, Customer and Associate categories. The scorecard consists of rigorous, quantitative performance metrics that were pre-established early in 2024 in these three categories. See “Compensation Determination Process—Target Setting” below for additional detail. The CHCC then reviewed progress against each metric throughout the year and evaluated achievement of the metrics in January 2025. The Financial metrics selected for 2024 were designed to incentivize strong financial results and align our NEOs’ interests with those of our stockholders, while also prioritizing non-financial metrics that also create value for our stockholders, including in the areas of risk, audit and controls, customer and brand partner relationships and human capital management. The goals were designed to be challenging and incentivize our NEOs to advance our strategic and operational priorities, in the face of uncertain macroeconomic and regulatory conditions. Beginning in 2024, in response to feedback we received from our stockholders, we increased the weighting of the Stockholder metrics in the core scorecard from 60% to 70%. Below is a description of the core scorecard metrics selected by the CHCC for 2024, along with detail regarding the rationale for each metric’s inclusion in the core scorecard.

  81. 2024 CORE SCORECARD DESIGN

    | (1) At the time of the CHCC’s approval of the 2024 core scorecard, the CHCC pre-approved certain adjustments that impacted the calculation of PPNR and Operating Leverage metrics. These adjustments are discussed below under “2024 Balanced Scorecard Targets and Results.” |

  82. 2024 MODIFIERS TO CORE SCORECARD

    2024 MODIFIERS TO CORE SCORECARD For 2024, the CHCC approved two strategic modifiers to the core AIC scorecard, which were based on two of the Company’s business-critical focus areas for 2024—namely (i) readiness for the CFPB’s credit card late fee rule and (ii) the Company’s Operational Excellence initiative. These strategic modifiers are important not only due to their in-year benefit for 2024, but also because of the value they generate on a go-forward basis in terms of revenue generation, efficiencies and the development of new capabilities. In addition, the CHCC approved the DCF modifier for 2024. Additional detail regarding the CHCC’s rationale for choosing each of these modifiers is set forth below:

  83. 2024 MODIFIERS TO CORE SCORECARD

    | | Measurement of Metric | Why We Chose this Modifier | | Strategic Modifier #1: Readiness for CFPB Late Fee Rule (0% to +10%) | Measured on a gradient, with a total impact to AIC results of 0% to +10% | • The CFPB issued a rule, which was originally scheduled to become effective in May 2024, that would reduce the safe harbor amount for late fees that credit card issuers are authorized to charge from $30 to $8. • This rule is currently subject to an injunction, but if this rule becomes effective on its current terms, it would represent a significant challenge to our Company, both financially and operationally. • In adopting this modifier, the CHCC sought to challenge and incentivize management to maximize readiness for the CFPB’s late fee rule, in terms of (i) governance infrastructure, (ii) development of mitigation measures, (iii) development of new capabilities and (iv) execution. • As noted above, “Managing the Macroeconomic and Regulatory Environment” was one of our key focus areas for 2024, and that focus is reflected in the CHCC’s choice of this strategic modifier. | | Strategic Modifier #2: Operational Excellence (0% to +10%) | Measured on a gradient, with a total impact to AIC results of 0% to +10% | • In October 2023, we launched our Operational Excellence initiative, which is an enterprise-wide effort focused on improving the way our Company works, with the goal of driving efficiencies and value creation. • In preparing our Board-approved 2024 budget, the anticipated value from Operational Excellence initiatives was embedded into that budget. • In adopting this modifier, the CHCC sought to challenge and incentivize management to generate even greater efficiencies and value from Operational Excellence initiatives, incremental to those already in the budget. • As noted above, “Operational Excellence” was one of our key focus areas for 2024, and that focus is reflected in the CHCC’s choice of this strategic modifier. | | Discretionary Consideration Framework (DCF) (-10% to +10%) | Measured on a gradient, with a total impact to AIC results of -10% to +10% | • For 2024, the CHCC approved a DCF modifier, which provided the full Board with discretion to increase or decrease the scorecard results by up to +/-10%, but subject to a pre-established framework for consideration. The framework permitted the full Board to consider significant issues or changes that were not contemplated in the core scorecard, including: • Unforeseen macroeconomic impacts • Technology transformation results • Balance sheet strengthening/weakening • New regulatory issues • Unplanned strategic acquisitions/capabilities • Changes in supervisory ratings |

  84. 2024 BALANCED SCORECARD TARGETS AND RESULTS

    2024 BALANCED SCORECARD TARGETS AND RESULTS Below is detail regarding the threshold, target and maximum performance goals for each metric in our 2024 AIC core scorecard, as well as the Company’s results on each metric, the weighted scoring for each metric, and the final total balanced scorecard result:

  85. 2024 BALANCED SCORECARD TARGETS AND RESULTS

    | | Measure | Threshold | Target | Maximum | Annual Results | Score | Assigned Scorecard Weight | Final Weighted Score | | Stockholder (70%) | Average Loans ($mm)(1) | $17,007 | $18,007 - $18,226 | $19,226 | $17,713 | 81.75% | 10% | 8.18% | | | NCLs ($mm)(1) | $1,626 | $1,448 - $1,431 | $1,253 | $1,489 | 84.67% | 10% | 8.47% | | | PPNR ($mm)(1)(2) | $1,734 | $1,892 - $1,986 | $2,114 | $1,899 | 95.70% | 30% | 28.71% | | | Operating Leverage(1)(2) | (3.00)% | .21% - 3.03% | 6.00% | 1.99% | 101.32% | 10% | 10.13% | | | ERM Composite Metric | (3) | (3) | (3) | (3) | 97.49% | 10% | 9.75% | | Customer (20%) | Performance on Critical SLAs | 97% | 98% | 99% | 98.29% | 129.00% | 5% | 6.45% | | | Digital Engagement Composite Metric | 61.75% (ADU) & 73.84% (IVR) | 63.00% (ADU) & 75.00% (IVR) | 64.25% (ADU) & 76.34% (IVR) | 63.76% (ADU) & 76.37% (IVR) | 160.8%/ 200% | 5% | 8.63% | | | Application Availability | 99.85% | 99.90% | 99.95% | 99.91% | 120.00% | 5% | 6.00% | | | NPS | 45.10% | 47.60% | 50.10% | 47.20% | 92.00% | 5% | 4.60% | | Associate (10%) | Associate Engagement | 70% | 77% | 84% | 79.60% | 137.14% | 5% | 6.86% | | | Core Associate Experience | 4% Δ | 3-2.0% Δ | 1% Δ | 0.79% | 200.00% | 5% | 10.00% | | (1) Financial metrics use a target zone: low-end of target scores at 95%; high-end of target scores at 105%; results between low- and high-end are interpolated. Financial metrics, in aggregate, must achieve ≥85% or core scorecard result is capped at 100% funding. Final result on Financial metrics, in aggregate, was 92.47%. (2) Results of PPNR and Operating Leverage were impacted by certain pre-approved adjustments; see discussion below for additional details. (3) Targets not disclosed for the ERM Composite Metric due to composite nature of the metric and potential sensitivity of the underlying targets. | | | | | | | Core Scorecard Result | 107.77% |

  86. 2024 BALANCED SCORECARD TARGETS AND RESULTS

    As shown above, the Company’s results on the 2024 core scorecard (before applying the modifiers) yielded a payout percentage of 107.77%. Beginning in 2024, the CHCC incorporated a new provision into the AIC program, which provides that the core scorecard would be capped at 100% unless the Company scored at least 85% on the Financial metrics (i.e., Average Loans, NCLs, PPNR and Operating Leverage), in aggregate. With an aggregate score of 92.47% on the Financial metrics, the Company exceeded this threshold and, therefore, payouts were not capped under the core scorecard. Average Loans for 2024 were $17.7 billion, which was between threshold and target, due primarily to higher losses throughout the year, resulting in a score of 81.75% on that metric. Similarly, the Company’s result on NCLs was between threshold and target, resulting in a score of 84.67% on that metric. PPNR for the year ($1.9 billion) was solid, although slightly below target, resulting in a score of 95.70%. Lastly among the Financial metrics, Operating Leverage was strong in 2024 and above the midpoint of the target range, resulting in a score of 101.32%. The ERM Composite Metric resulted in a score of 97.49%, with ERM—% of Self-Identified Issues and % of Satisfactory Audits both exceeding target. The ERM—Timely Remediation component of ERM Composite Metric fell short of threshold, which we believe was due to the heightened focus on resolving high/critical issues, which resulted in delays in remediating lower-priority issues. Among the Customer metrics, the Company scored between target and maximum on the SLA metric, yielding a payout of 129% on that metric. On the Digital Engagement Composite Metric, the Company performed very well in 2024, with the ADU rate portion of the metric scoring 160.8% and the IVR portion scoring a perfect 200%. We were also pleased with the Company’s result on the Application Availability metric (120%), which we believe was reflective of the enhanced resiliency of the Company’s systems. On the NPS metric, the Company once again had a solid performance, resulting in a score of 92% on that metric. Among the Associate metrics on the core scorecard, the Company’s performance was strong on the Associate Engagement and Associate Experience metrics, significantly exceeding target, which we believe is reflective of our NEOs’ commitment to promoting an engaged workforce and inclusive work environment that drives our long-term growth and sustainability. Additional detail regarding our human capital strategies, as well as our broader sustainability efforts, can be found in the “Commitment to Sustainability” section included elsewhere in this proxy statement. As referenced above, PPNR and Operating Leverage were impacted by certain adjustments that were approved by the CHCC. When the core scorecard was adopted in early 2024, the CHCC pre-approved certain adjustments, including: (i) unplanned gain/loss from portfolio sales; (ii) unplanned impacts from legacy businesses, including amounts associated with the Company’s former Epsilon and LoyaltyOne segments; and (iii) unplanned debt retirement/issuance costs.

  87. 2024 BALANCED SCORECARD TARGETS AND RESULTS

    In aggregate, the Company’s scores on the modifiers increased the total scorecard payout percentage by 22.23%, which when added to the Company’s score on the core scorecard (107.77%), resulted in a final score of 130.00% on the 2024 AIC balanced scorecard.

  88. SUMMARY OF 2024 PERFORMANCE-BASED AIC PAYMENTS

    SUMMARY OF 2024 PERFORMANCE-BASED AIC PAYMENTS The following table sets forth a summary of the AIC payments for the 2024 performance year, calculated using the final payout percentage of 130.00% from the 2024 balanced scorecard. These AIC payments are also included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table below. The target AIC percentages reflected below were unchanged from 2023, with the exception of Ralph Andretta, whose target AIC percentage was increased by the Board from 180% to 190% for 2024, to put additional emphasis on performance-based components of Mr. Andretta’s compensation.

  89. SUMMARY OF 2024 PERFORMANCE-BASED AIC PAYMENTS

    | | Annual Base Salary ($)x | Target AIC (%) | = | Target AIC ($)x | Final Payout Percentage | = | AIC Payment ($) | | Ralph J. Andretta | 1,155,000 | 190% | | 2,194,500 | 130% | | 2,852,850 | | Perry S. Beberman | 665,000 | 150% | | 997,500 | 130% | | 1,296,750 | | Allegra S. Driscoll | 625,000 | 140% | | 875,000 | 130% | | 1,137,500 | | Valerie E. Greer | 665,000 | 150% | | 997,500 | 130% | | 1,296,750 | | Joseph L. Motes III | 660,000 | 150% | | 990,000 | 130% | | 1,287,000 |

  90. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation We grant long-term equity incentive awards to align the interests of our NEOs and other executive officers with those of our stockholders and foster a focus on long-term results, as well as to encourage retention. Awards of performance-based LTIC pay out solely upon attainment of a threshold level of pre-determined performance targets. In determining the target size of LTIC awards, the CHCC generally considers the following factors: (i) the value of total direct compensation for comparable positions at our proxy peer group and other market data; (ii) Company and individual performance against strategic plans; (iii) the number and value of LTIC awards previously granted; (iv) the allocation of overall equity awards attributed to our executive officers relative to all equity awards; and (v) the relative proportion of long-term incentives within the total direct compensation mix. In 2024, we granted LTIC awards to our senior management and executive officers, including our NEOs, pursuant to our 2022 Omnibus Incentive Plan. Subsequent to those grants, at our 2024 Annual Meeting of Stockholders in May 2024, our stockholders approved our 2024 Omnibus Incentive Plan, under which our 2025 LTIC awards were made. Under each of the plans, the Board of Directors has delegated its authority under such plan to the CHCC, except for purposes of awards to the CEO.

  91. 2024 LTIC PLAN DESIGN, AND LOOKING AHEAD TO 2025

    | Element | Key Metrics | Features | | Performance-Based Restricted Stock Units (60% of Award) | • Pre-determined annual ROE targets over 3-year period (0-150% achievement) • Annual ROE achievement averaged at end of 3-year period | • 3-year cliff vesting period (2024-2026) • Payout tied to performance • Annual ROE targets, established at the time of grant by the CHCC | | Time-Based Restricted Stock Units (40% of Award) | • Vest ratably over 3-year period | • Units encourage long-term retention and align NEOs interests with stockholders |

  92. 2024 LTIC PLAN DESIGN, AND LOOKING AHEAD TO 2025

    After taking into consideration the long-term incentive practices in the marketplace, we believe that a mix of PBRSUs and TBRSUs provides a market-competitive and balanced approach. The portion granted in PBRSUs, with vesting criteria tied to our financial performance, is intended to focus and incentivize our executives to deliver exceptional performance and further align incentives with stockholder interests. The portion granted in TBRSUs is intended to increase retention, while also promoting direct alignment with stockholder interests and rewarding the creation of long-term value. The PBRSUs granted in 2024 were based solely on ROE performance. However, in response to feedback received from our stockholders and proxy advisory firms throughout the year, the CHCC re-designed our PBRSU grants for 2025, such that:

  93. 2024 LTIC PLAN DESIGN, AND LOOKING AHEAD TO 2025

    | • | rTSR: We have added a +/- 10% rTSR modifier measured against a defined peer group. |

  94. LTIC AWARDS GRANTED DURING 2024

    | (1) The target numbers of RSUs were determined by dividing the total grant value of the award by the 10-day average fair market value of the Company’s common stock as quoted on the NYSE as of the date of grant. |

  95. PBRSU DESIGN FOR AWARDS GRANTED IN 2024

    PBRSU DESIGN FOR AWARDS GRANTED IN 2024 The PBRSUs granted in 2024 are subject to an annual ROE metric with threshold, target and maximum goals for each of 2024, 2025 and 2026. For the ROE metric, threshold, target and maximum goals ranging from 50% to 150% achievement are calculated on a scale interpolated between the threshold, target and maximum goal amounts, with a maximum payout of 150% of target. After consideration of market practices and consultation with our independent compensation consultant, the CHCC continued the use of ROE as the performance metric for our PBRSU grants in 2024. ROE is a valuable performance metric because:

  96. PBRSU DESIGN FOR AWARDS GRANTED IN 2024

    The annual ROE results are averaged at the end of the three-year performance period so that ROE results relative to the goals are not disproportionately impacted by unforeseeable market factors outside the NEOs’ control over a multi-year period. This approach provides a performance and retention incentive over the long term with three-year cliff vesting. In the event threshold performance is not achieved in one or more fiscal years, the total payout could be less than 50%, and as low as 0%. To the extent earned, these PBRSUs will vest in February 2027. The CHCC believes the combined annual ROE over three years for the PBRSUs can be characterized as challenging to achieve, but attainable with the application of significant skill and effort on the part of our executive officers. For additional detail regarding the process by which the CHCC sets our ROE targets, see “Compensation Determination Process—Target Setting” below. The payout for the PBRSUs will be determined when the full measurement can occur, after December 31, 2026. For all grants, the recipient must be employed by us at the time of vesting to receive the stock, subject to certain exceptions including death, disability and certain qualifying retirements.

  97. FINAL PAYOUT OF PBRSUS GRANTED IN 2022

    FINAL PAYOUT OF PBRSUS GRANTED IN 2022 As described above under “PBRSU Targets and Results,” the PBRSUs awarded to our NEOs in February 2022 completed their three-year performance period at the end of fiscal year 2024. In February 2025, the CHCC determined and certified the Company’s final results of these PBRSUs over the three-year period, which determined the final number of shares earned pursuant to those awards. As illustrated below, based on the annual ROE results for fiscal years 2022, 2023 and 2024, the shares earned on account of these PBRSUs equated to 120.2% of the target award established in February 2022.

  98. FINAL PAYOUT OF PBRSUS GRANTED IN 2022

    | Primary Metric | Threshold (%) | Target (%) | Maximum (%) | Result (%) | ROE Result as a % of Target | | Fiscal Year 2022 ROE | 20.0% | 24% - 26% | 30.0% | 30.7% | 150.0% | | Fiscal Year 2023 ROE | 20.0% | 24% - 26% | 30.0% | 24.7% | 100.0% | | Fiscal Year 2024 ROE | 20.0% | 24% - 26% | 30.0% | 26.8% | 110.5% | | Average Result | | | | | 120.2% |

  99. FINAL PAYOUT OF PBRSUS GRANTED IN 2022

    | 76 | Bread Financial | 2025 Proxy Statement |

  100. FINAL PAYOUT OF PBRSUS GRANTED IN 2022

    Based on this final payout result of 120.2%, on February 15, 2025, our NEOs (other than Ms. Driscoll, who joined the Company in January 2024) earned a number of shares equal to 120.2% of the target number of shares granted to each of them under their respective PBRSU in February 2022. Accordingly, Mr. Andretta earned 48,207 shares versus his target of 40,105 shares, Mr. Beberman earned 15,914 shares versus his target of 13,239 shares, Ms. Greer earned 12,053 shares versus her target of 10,027 shares, and Mr. Motes earned 12,053 shares versus his target of 10,027 shares, in each case before giving effect to any shares withheld for federal tax withholding purposes. Each of these awards vested on February 15, 2025.

  101. Role of the Compensation Consultant

    Role of the Compensation Consultant The CHCC has the authority to retain outside advisors, including compensation consultants, to assist it in evaluating actual and proposed compensation for our officers and non-employee directors. The CHCC directly engages Meridian Compensation Partners, LLC (Meridian), as its external executive compensation consultant for its industry knowledge and experience in advising on executive compensation matters. The CHCC has considered and assessed all relevant factors, including, but not limited to, those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, as amended, that could give rise to a potential conflict of interest with respect to Meridian. Based on this review, we are not aware of any conflict of interest that has been raised by the work performed by Meridian. In particular, Meridian assisted the CHCC in 2024 with competitive market analysis, peer assessment, and consultation and review of compensation policies and practices. Meridian also assisted the CHCC with a variety of other issues, including the design and establishment of performance metrics and goals under our variable incentive plans, reviewing our compensation risk analysis, reviewing our non-management director compensation program, responding to our 2024 say-on-pay vote outcome, and reviewing this CD&A.

  102. Competitive Considerations

    Competitive Considerations In determining appropriate levels of compensation, the CHCC seeks to set target pay levels that are competitive with the market for which we compete for talent. The CHCC considers the competitive market for talent and compensation levels provided by comparable companies to minimize significant differences that could negatively impact our ability to attract and retain skilled executive officers. As referenced above, the CHCC engaged Meridian to, among other things, assist with competitive market analysis and peer assessment. For conducting market reviews, Meridian formed and surveyed two data sets, both of which were approved by the CHCC: a general industry group and a proxy peer group. The general industry group encompasses financial services industry data for companies of similar size based on revenue. The proxy peer group consists of public companies that were selected based on the criteria described below.

  103. PROXY PEER GROUP

    PROXY PEER GROUP Our pay program is designed to reward achievement of financial and strategic goals and to attract, retain and motivate our leaders in a competitive talent market. Each year, the CHCC reviews the pay levels and practices of peer companies in order to assess the competitive positioning of the Company’s pay levels and plan designs. For fiscal year 2024, upon recommendation from our independent compensation consultant, the CHCC maintained the same compensation peer group as fiscal year 2023, set forth below:

  104. PROXY PEER GROUP

    | • Ally Financial Inc. | • Fifth Third Bancorp | • LendingTree, Inc. | | • Associated Banc-Corp. | • Green Dot Corporation | • OneMain Holdings, Inc. | | • Capital One Financial Corporation | • Huntington Bancshares Incorporated | • Regions Financial Corporation | | • Citizens Financial Group, Inc. | • KeyCorp | • SoFi Technologies, Inc. | | • Comerica Incorporated | • LendingClub Corporation | • Synchrony Financial | | • Discover Financial Services | | |

  105. PROXY PEER GROUP

    We selected peer companies by taking into account the following factors: size (including revenue and market capitalization); competitiveness for brand partners/customers and executive talent; organizational structure and complexity; proxy advisor peer criteria; location; and other factors. We believe such companies are likely to have executive positions comparable in breadth, complexity and scope of responsibility to ours. Data with respect to comparable elements of total target compensation is compiled for the peer group of companies described above by our independent compensation consultant from available sources, including, in most cases, from both published proxy data and Equilar’s Executive Compensation Survey.

  106. PROXY PEER GROUP

    | 78 | Bread Financial | 2025 Proxy Statement |

  107. MARKET REVIEW

    MARKET REVIEW Market data provides an important benchmark by indicating what an executive officer could expect to earn at a comparable company and what we might expect to pay if we should have to recruit and compete for outside executive talent. Market data, however, is only one factor that the CHCC considers in assessing the reasonableness of compensation provided to our NEOs. The CHCC also considers other relevant factors, including an NEO’s role and responsibilities, experience, performance, talent supply and demand that may be industry or application specific, cost constraints, internal pay equity considerations, tenure, expected future contributions, prior compensation and retention risk for each NEO. When conducting the market review, the CHCC reviews each component of compensation in relation to certain percentiles of both the proxy peer group and the general industry group surveyed. While we consider median market levels of compensation when setting total target compensation levels for our officers, the actual positioning of target compensation relative to the median varies based on each executive’s experience, skill set and the other factors set forth above.

  108. Target Setting

    | • | corporate strategy, including key strategic initiatives that continue to drive our transformation and long-term success; |

  109. Target Setting

    | • | annual and long-term operating plans; |

  110. Target Setting

    | • | input from our independent compensation consultant and management; and |

  111. Target Setting

    The CHCC set the performance metrics, and related weightings and targets, for our 2024 executive compensation program in February and March 2024. The CHCC seeks to establish rigorous performance metrics that will focus management’s attention on key drivers and initiatives of our business, while providing meaningful motivational value to our executives. The performance targets are designed to ensure that we continue to meet and overcome the challenges we face and are positioned to respond to volatile macroeconomic and regulatory conditions. More specifically, the annual targets that we set for the Financial metrics in our AIC core scorecard are tied to our budget and operating plan for the year and to the guidance that we give publicly to our stockholders. Beginning in 2024, the CHCC incorporated a new provision into the AIC program, which provides that the core scorecard would be capped at 100% unless the Company scored at least 85% on the Financial metrics (i.e., Average Loans, NCLs, PPNR and Operating Leverage), in aggregate. The purpose of this provision was to establish a baseline level of financial performance that would be required to exceed 100% payout on the core scorecard, regardless of performance on the non-financial metrics. This change was intended to ensure that the AIC payments that our NEOs receive are consistent with the stockholder experience during the year.

  112. Assessment of Risk in Compensation Program Design

    | • | a balance of both short- and long-term performance-based incentive compensation; |

  113. Assessment of Risk in Compensation Program Design

    | • | a balance within equity incentive compensation of both TBRSUs and PBRSUs; |

  114. Assessment of Risk in Compensation Program Design

    | • | the use of multiple performance metrics in incentive compensation, utilizing a mix of financial and non-financial objectives; |

  115. Assessment of Risk in Compensation Program Design

    | • | the definition of performance metrics at the beginning of the performance period, which may include adjustments for one-time or other pre-determined events; |

  116. Assessment of Risk in Compensation Program Design

    | • | inclusion of maximum payout limitations under our omnibus incentive plans; |

  117. Assessment of Risk in Compensation Program Design

    | • | standardized equity grant and forfeiture procedures; |

  118. Assessment of Risk in Compensation Program Design

    | • | ability of the CHCC to apply discretion in determining payouts for incentive compensation; and |

  119. Timing of Equity Awards and Related Practices

    Timing of Equity Awards and Related Practices Grants of equity awards are within the discretion of the CHCC and are generally made to our NEOs mid-February of each year, approximately two weeks after our earnings are announced for the preceding quarter and full fiscal year. In certain circumstances, including the hiring or promotion of an officer, the CHCC may approve grants to be effective at other times. We do not currently grant, and have not in recent years granted, stock options, stock appreciation rights (SARs) or other instruments with option-like features to our NEOs or other employees. Eligible employees, including our NEOs, may voluntarily enroll in our 2015 Employee Stock Purchase Plan and receive an option to purchase shares at a discount using payroll deductions accumulated during the prior six-month period. Purchase dates under our 2015 Employee Stock Purchase Plan are generally the last trading day in June and December. The CHCC did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and Bread Financial does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  120. Change in Control—Impact on Outstanding Equity

    Change in Control—Impact on Outstanding Equity Under our equity incentive plans, the CHCC, as the plan administrator, may accelerate vesting of stock options and restricted stock or RSUs in the event of a change in control. Further, if a participant’s employment or other service is terminated by the Company or other surviving entity without cause or the participant resigns for good reason within 12 months after a change in control, all restrictions on any awards held by the participant will lapse and the awards will be immediately and fully vested.

  121. Terms of Employment Offer with Chief Technology Officer

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Ralph J. Andretta President and Chief Executive Officer | 2024 | 1,155,000 | — | 6,333,851 | 2,852,850 | – | 296,346 | 10,638,047 | | | 2023 | 1,155,000 | — | 4,039,912 | 2,347,191 | – | 155,483 | 7,697,586 | | | 2022 | 1,138,846 | — | 4,840,698 | 2,615,590 | – | 99,548 | 8,694,682 | | Perry S. Beberman EVP and Chief Financial Officer | 2024 | 663,846 | — | 1,826,278 | 1,296,750 | – | 104,699 | 3,891,573 | | | 2023 | 648,462 | — | 1,171,000 | 1,100,775 | – | 75,225 | 2,995,462 | | | 2022 | 625,385 | — | 1,597,947 | 1,188,905 | – | 39,320 | 3,451,557 | | Allegra S. Driscoll EVP - Chief Technology Officer | 2024 | 598,558 | 1,100,000 | 1,161,251 | 1,137,500 | – | 44,250 | 4,041,559 | | Valerie E. Greer EVP and Chief Commercial Officer | 2024 | 663,846 | — | 1,826,278 | 1,296,750 | – | 115,700 | 3,902,574 | | | 2023 | 649,231 | — | 1,171,000 | 1,100,775 | – | 83,091 | 3,004,097 | | | 2022 | 636,923 | — | 1,210,283 | 1,207,776 | – | 52,069 | 3,107,051 | | Joseph L. Motes III EVP, Chief Administrative Officer, General Counsel and Secretary | 2024 | 650,379 | — | 1,404,066 | 1,287,000 | – | 122,282 | 3,463,727 | | | 2023 | 643,846 | — | 900,201 | 1,092,308 | – | 76,863 | 2,713,218 | | | 2022 | 625,384 | — | 1,210,283 | 1,188,905 | – | 53,294 | 3,077,866 |

  122. Fiscal Year 2024 Grants of Plan-Based Awards

    Fiscal Year 2024 Grants of Plan-Based Awards The following table provides information about equity and non-equity awards granted to our NEOs in 2024, including AIC and LTIC awards. For a discussion of the material terms of these awards, see “Compensation Discussion and Analysis – Compensation Programs” above.

  123. Fiscal Year 2024 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Full Grant Date Fair Value of Equity Awards Granted in 2024 ($)(2) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Ralph J. Andretta | Performance- Based AIC | | 877,800 | 2,194,500 | 5,047,350 | | | | | | | | PBRSUs(3) | 2/15/2024 | | | | 50,577 | 101,153 | 151,730 | | 3,800,318 | | | TBRSUs(4) | 2/15/2024 | | | | | | | 67,435 | 2,533,533 | | Perry S. Beberman | Performance- Based AIC | | 399,000 | 997,500 | 2,294,250 | | | | | | | | PBRSUs(3) | 2/15/2024 | | | | 14,583 | 29,166 | 43,749 | | 1,095,767 | | | TBRSUs(4) | 2/15/2024 | | | | | | | 19,444 | 730,511 | | Allegra S. Driscoll | Based AIC | | 350,000 | 875,000 | 2,012,500 | | | | | | | | PBRSUs(3) | 2/15/2024 | | | | 9,273 | 18,545 | 27,818 | | 696,736 | | | TBRSUs(4) | 2/15/2024 | | | | | | | 12,364 | 464,515 | | Valerie E. Greer | Performance- Based AIC | | 399,000 | 997,500 | 2,294,250 | | | | | | | | PBRSUs(3) | 2/15/2024 | | | | 14,583 | 29,166 | 43,749 | | 1,095,767 | | | TBRSUs(4) | 2/15/2024 | | | | | | | 19,444 | 730,511 | | Joseph L. Motes III | Performance- Based AIC | | 396,000 | 990,000 | 2,277,000 | | | | | | | | PBRSUs(3) | 2/15/2024 | | | | 11,212 | 22,423 | 33,635 | | 842,432 | | | TBRSUs(4) | 2/15/2024 | | | | | | | 14,949 | 561,634 |

  124. Fiscal Year 2024 Grants of Plan-Based Awards

    | (1) The actual payout amounts of these 2024 performance-based AIC awards have already been determined and were paid in February 2025, and are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. The threshold amounts assume that threshold performance is achieved on the core scorecard (50% payout amount), and that the DCF modifier resulted in the lowest possible result (minus 10%), resulting in a 40% payout amount. The maximum amounts assume maximum performance is achieved on the core scorecard (200%), and that both strategic modifiers are fully achieved (plus 20%) and the DCF modifier resulted in the highest possible result (plus 10%), resulting in a 230% payout amount. |

  125. Fiscal Year 2024 Grants of Plan-Based Awards

    | (2) Full grant date fair value of equity awards granted in 2024 is computed in accordance with ASC 718 and reflects the total amount of the award to be spread over the applicable vesting period. The amount recognized for financial reporting purposes under ASC 718 of the target awards granted is included in the “Stock Awards” column of the Summary Compensation Table above. |

  126. Fiscal Year 2024 Grants of Plan-Based Awards

    | (3) These share amounts represent the potential payouts for the PBRSUs granted in 2024. These PBRSUs will cliff-vest in February 2027 to the extent earned and subject to continued employment (subject to certain limited exceptions). The share amounts in the “Threshold” column represent the achievement of threshold ROE goals over the performance period. The share amounts in the “Maximum” column represent the achievement of maximum ROE goals over the performance period. If threshold performance is not achieved in one or more fiscal years, the potential payout could be as low as 0%. |

  127. Fiscal Year 2024 Grants of Plan-Based Awards

    | (4) These amounts reflect TBRSUs granted in 2024. Of these TBRSUs, 33% vested on 2/15/2025, 33% will vest on 2/15/26, and the remaining 34% will vest on 2/18/27, subject to continued employment (subject to certain limited exceptions) by the applicable NEO on such dates. |

  128. Fiscal Year 2024 Grants of Plan-Based Awards

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  129. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End The following table provides information on the holdings of Bread Financial equity awards by our NEOs as of the 2024 fiscal year-end. This table includes unvested RSUs with vesting conditions that were not yet satisfied as of December 31, 2024. Each equity award is shown separately for each NEO, with the corresponding vesting schedule for each award in the footnotes following this table.

  130. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | Number Of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Ralph J. Andretta | 115,527(2) | 7,054,079 | | | | | 48,207(3) | 2,943,519 | | | | | | | 130,979(4)(5) | 7,997,578 | | | | | 101,153(6)(7) | 6,176,402 | | Perry S. Beberman | 33,750(8) | 2,060,775 | | | | | 15,914(9) | 971,709 | | | | | | | 37,965(4)(5) | 2,318,143 | | | | | 29,166(6)(7) | 1,780,876 | | Allegra S. Driscoll | 12,364(10) | 754,946 | | | | | | | 18,545(6)(7) | 1,132,358 | | Valerie E. Greer | 33,022(11) | 2,016,323 | | | | | 12,053(12) | 735,956 | | | | | | | 37,965(4)(5) | 2,318,143 | | | | | 29,166(6)(7) | 1,780,876 | | Joseph L. Motes III | 25,035(13) | 1,528,637 | | | | | 12,053(14) | 735,956 | | | | | | | 29,186(4)(5) | 1,782,097 | | | | | 22,423(6)(7) | 1,369,148 |

  131. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | 88 | Bread Financial | 2025 Proxy Statement |

  132. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | (1) Market values of the RSU awards shown in this table are based on the closing market price of our common stock as of December 31, 2024, which was $61.06, and assumes the satisfaction of the applicable vesting conditions. |

  133. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | (2) Of these TBRSUs, 50,554 units vested on 2/15/25, 42,045 units are scheduled to vest on 2/15/26, and 22,928 units are scheduled to vest on 2/15/27. |

  134. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | (3) PBRSUs subject to additional time-based restrictions. On 2/15/25, based on the Company’s performance over the 2022-2024 performance period, 48,207 units vested. |

  135. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | (4) Based on SEC guidance, the number of shares and payout values represent the maximum number of shares the executive may receive under the PBRSUs granted in 2023 since ROE performance as measured through the first two years of the performance period exceeded target levels but fell below maximum levels. The actual number of shares an executive receives under a PBRSU is dependent on the Company’s performance over the applicable three-year performance period and will not be determined until after the end of the performance period. |

  136. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | (5) 3-year cliff-vesting PBRSUs, which are subject to adjustment up or down based on predetermined performance measures at the time of vesting. To the extent earned, and following any such adjustment, these PBRSUs will vest on 2/15/26. |

  137. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | (6) Based on SEC guidance, the number of shares and payout values represent the target number of shares the executive may receive under the PBRSUs granted in 2024 since ROE performance as measured through the first year of the performance period exceeded threshold levels but did not exceed target levels. The actual number of shares an executive receives under a PBRSU is dependent on the Company’s performance over the applicable three-year performance period and will not be determined until after the end of the performance period. |

  138. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | (7) 3-year cliff-vesting PBRSUs, which are subject to adjustment up or down based on predetermined performance measures at the time of vesting. To the extent earned, and following any such adjustment, these PBRSUs will vest on 2/15/27. |

  139. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | (8) Of these TBRSUs, 14,985 units vested on 2/15/25, 12,154 units are scheduled to vest on 2/15/26, and 6,611 units are scheduled to vest on 2/15/27. |

  140. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | (9) PBRSUs subject to additional time-based restrictions. On 2/15/25, based on the Company’s performance over the 2022-2024 performance period, 15,914 units vested. |

  141. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | (10) Of these TBRSUs, 4,080 units vested on 2/15/25, 4,080 units are scheduled to vest on 2/15/26, and 4,204 units are scheduled to vest on 2/15/27. |

  142. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | (11) Of these TBRSUs, 14,257 units vested on 2/15/25, 12,154 units are scheduled to vest on 2/15/26, and 6,611 units are scheduled to vest on 2/15/27. |

  143. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | (12) PBRSUs subject to additional time-based restrictions. On 2/15/25, based on having met ROE metric for 2022, 12,053 units vested. |

  144. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | (13) Of these TBRSUs, 11,144 units vested on 2/15/25, 9,001 units are scheduled to vest on 2/15/26, and 4,890 units are scheduled to vest on 2/15/27. |

  145. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | (14) PBRSUs subject to additional time-based restrictions. On 2/15/25, based on having met ROE metric for 2022, 12,053 units vested. |

  146. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | Bread Financial | 2025 Proxy Statement | 89 |

  147. Fiscal Year 2024 Option Exercises and Stock Vested

    Fiscal Year 2024 Option Exercises and Stock Vested The following table provides information on stock option exercises and RSUs vested during 2024:

  148. Fiscal Year 2024 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Ralph J. Andretta | 101,723(1) | 3,767,309 | | Perry S. Beberman | 17,061(2) | 725,794 | | Allegra S. Driscoll | – | – | | Valerie E. Greer | 27,075(3) | 1,001,899 | | Joseph L. Motes III | 27,782(4) | 1,045,024 |

  149. Fiscal Year 2024 Option Exercises and Stock Vested

    | (1) Of the 101,723 shares acquired by Mr. Andretta on vesting, 46,134 shares were withheld to pay withholding taxes. |

  150. Fiscal Year 2024 Option Exercises and Stock Vested

    | (2) Of the 17,061 shares acquired by Mr. Beberman on vesting, 7,304 shares were withheld to pay withholding taxes. |

  151. Fiscal Year 2024 Option Exercises and Stock Vested

    | (3) Of the 27,705 shares acquired by Ms. Greer on vesting, 11,506 shares were withheld to pay withholding taxes. |

  152. Fiscal Year 2024 Option Exercises and Stock Vested

    | (4) Of the 27,782 shares acquired by Mr. Motes on vesting, 11,176 shares were withheld to pay withholding taxes. |

  153. Fiscal Year 2024 Option Exercises and Stock Vested

    All values in this table reflect gross amounts before payment of any applicable withholding tax and broker commissions. The value realized on vesting is calculated by multiplying the number of shares vested by the average of the high and low prices of our common stock on the NYSE during trading hours on the date of vesting.

  154. Fiscal Year 2024 Option Exercises and Stock Vested

    | 90 | Bread Financial | 2025 Proxy Statement |

  155. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The information below shows estimated payouts to our NEOs in the event of a termination of employment following a change in control, assuming such termination occurred as of December 31, 2024. In accordance with rules prescribed by the SEC, the amounts included with respect to equity awards have been calculated using the closing market price of our common stock on December 31, 2024, which was $61.06. A change in control, however, did not occur on December 31, 2024, and our NEOs were not terminated on that date. While the information below provides an estimate of the payments that may be made to NEOs, actual payments upon termination can only be determined at the time of such NEO’s actual termination. The information below includes only those benefits, if any, that are enhanced or increased as a result of the event of termination and do not include benefits that the NEO is entitled to receive regardless of the termination, including (1) any base salary earned but not yet paid; (2) amounts contributed to or accrued and earned under broad-based employee benefit plans or deferred compensation plans; and (3) basic continuation of medical, dental, life and disability benefits. We do not have any employment, severance or other change in control agreements with continuing benefits with any of our NEOs, except for certain change in control provisions included in our long-term equity grant agreements discussed below. Pursuant to our long-term equity grant agreements, in the event of a change in control, if the CHCC fails to exercise its discretion to accelerate the award or fails to provide for the award’s assumption, substitution or other continuation, or in any event, if the executive is terminated within 12 months after a change in control, such awards would automatically vest, resulting in a payout of $21,505,698, $6,358,789, $1,887,304, $6,078,585 and $4,821,785, respectively, to each Mr. Andretta, Mr. Beberman Ms. Driscoll, Ms. Greer, and Mr. Motes and assuming target payouts of 100% and that such event occurred on December 31, 2024. All unvested shares of restricted stock or RSUs granted to each NEO will be forfeited upon termination of employment for any reason (subject to certain limited exceptions, such as death, disability and qualifying retirements) other than where such NEO’s employment or other service is terminated by the Company or other surviving entity without cause or the NEO resigns for good reason within 12 months after a change in control, in which case all restrictions on any awards held by such NEO will lapse and the awards will be immediately and fully vested (the value of such awards for our NEOs assuming target payouts of 100% and that such event occurred on December 31, 2024 is discussed above). Notwithstanding the foregoing, the CHCC may exercise its discretion to accelerate the vesting of any RSUs granted to the NEO upon that NEO’s termination of employment for any reason other than for cause, subject to any restrictions in the Omnibus Incentive Plan under which such RSUs were granted.

  156. Potential Payments upon Termination or Change in Control

    | Bread Financial | 2025 Proxy Statement | 91 |

  157. Director Compensation

    Director Compensation The CHCC annually reviews and approves the form and amount of Board compensation for non-employee directors. Members of our Board of Directors who are also officers or associates of our Company, currently only Mr. Andretta, do not receive compensation for their services as a director. The CHCC considers the comprehensive market data collected and analyzed by Meridian as a benchmark for competitive pay. Meridian utilized the same peer group as was used to evaluate executive compensation. In considering and determining director compensation, the CHCC reviews each element of director compensation. All directors are reimbursed for reasonable out-of-pocket expenses incurred while serving on the Board and any Board committee. Non-employee director compensation typically includes annual cash retainers for Board and committee service, supplemental cash retainers for those directors who serve as a Board or committee chair, special cash meeting fees (to the extent applicable), and annual equity awards consisting of TBRSUs. The annual equity awards are paid at the beginning of the director’s service year and the cash retainers are paid quarterly in advance, in July, October, January and April of each year, with any special cash meeting fees paid in the quarter following the quarter in which the meeting fees were incurred.

  158. Annual Equity Award

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Roger H. Ballou(2) | 278,000 | 141,177 | – | – | 44,022 | – | 463,199 | | John J. Fawcett(3) | 62,500 | 141,177 | | | – | – | 203,677 | | John C. Gerspach, Jr.(4) | – | 294,522 | – | – | – | – | 294,522 | | Praniti Lakhwara(5) | 44,733 | 138,575 | | | | | 183,308 | | Rajesh Natarajan(6) | 115,000 | 141,177 | – | – | – | – | 256,177 | | Joyce St Clair(7) | 115,000 | 141,177 | | | | | 256,177 | | Timothy J. Theriault(8) | 318,000 | 141,177 | – | – | – | – | 459,177 | | Laurie A. Tucker(9) | 135,000 | 141,177 | – | – | – | – | 276,177 | | Sharen J. Turney(10) | 135,000 | 141,177 | – | – | 10,484 | – | 286,661 |

  159. CEO Pay Ratio

    CEO Pay Ratio In determining compensation for executive officers and non-executive associates, we consider many relevant factors, including responsibility, skills, experience, and market data. Similar to our use of a compensation consultant for NEO compensation, we conduct an extensive analysis of market pay based on the responsibilities and necessary skills for each position at the Company. We seek to compensate all associates on a competitive basis and target mid-market compensation rates for all positions in all geographic locations. Our CEO to “median employee” pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We identified the median employee by examining the annual total cash compensation based on payroll records for all individuals, excluding our CEO, who were employed by us on December 31, 2024. We chose the measurement date of December 31, 2024 because we believe that using the fiscal year-end measurement date is common practice among companies. We believe the use of annual total cash compensation for all associates is a consistently applied compensation measure because we do not widely distribute annual equity incentive awards to associates. During 2024, approximately 8% of our approximately 6,000 associates received annual equity incentive awards. Our calculation of annual total cash compensation included base salary or earnings, bonus and commissions. We included all Company associates (excluding the CEO), whether employed on a full-time, part-time, temporary or seasonal basis, and we annualized the compensation for those associates who were not employed for the full year of 2024. No exclusions or exemptions were utilized. We applied a foreign currency to U.S. dollar exchange rate as of the last business day, December 31, 2024, to the compensation elements paid in any foreign currency. After identifying the median employee based on total cash compensation, we calculated annual total compensation for such associate using the same methodology we use for our NEOs as set forth in the Summary Compensation Table of this proxy statement. The annual total compensation for fiscal year 2024 for our CEO was $10,638,047 and for our median employee was $82,597. The resulting ratio of the compensation for our CEO to the compensation for our median employee in 2024 was approximately 129:1.

  160. CEO Pay Ratio

    | 96 | Bread Financial | 2025 Proxy Statement |

  161. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” (CAP) to our CEO and to our other NEOs and certain financial performance of the Company over the period indicated. CAP, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” section of this Proxy Statement.

  162. Pay Versus Performance Table

    Pay Versus Performance Table The table below provides information on the compensation for our CEO and the average compensation for our other NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the CAP, as defined under SEC rules, to such individuals, for each of 2024, 2023, 2022, 2021 and 2020. The table also provides information on our cumulative TSR, the cumulative TSR of our peer group (S&P Financial Composite Index), our Net Income and our PPNR.

  163. Pay Versus Performance Table

    | Year (1) | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO (2) ($) | Average Summary Comp Table Total for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs (2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($MM) | Company Selected Performance Measure: PPNR ($MM) (4) | | | | | | | Company Cumulative TSR ($) | Peer Group Cumulative TSR (3) ($) | | | | 2024 | 10,638,047 | 21,609,372 | 3,824,858 | 6,211,218 | 74.74 | 171.85 | 277 | 1,778 | | 2023 | 7,697,586 | 7,660,934 | 2,845,461 | 2,797,744 | 39.55 | 132.42 | 718 | 2,197 | | 2022 | 8,694,682 | 3,608,463 | 3,160,862 | 1,828,189 | 44.06 | 118.59 | 223 | 1,894 | | 2021 | 11,179,238 | 11,252,145 | 3,531,923 | 2,936,373 | 76.51 | 131.98 | 801 | 1,588 | | 2020 | 12,299,988 | 10,586,997 | 2,110,732 | 1,794,082 | 67.30 | 98.09 | 214 | 1,567 |

  164. Pay Versus Performance Table

    | (1) Our Chief Executive Officer, Ralph Andretta, served as our Principal Executive Officer for each of 2024, 2023, 2022, 2021 and 2020. Our other NEOs were as follows: |

  165. Pay Versus Performance Table

    - For 2024, Perry Beberman, Allegra Driscoll, Valerie Greer, and Joseph Motes; - For 2023, Perry Beberman, Valerie Greer, Tammy McConnaughey and Joseph Motes; - For 2022, Perry Beberman, Valerie Greer, Tammy McConnaughey and Joseph Motes; - For 2021, Perry Beberman, Valerie Greer, Timothy King, Tammy McConnaughey and Joseph Motes; and - For 2020, Valerie Greer, Timothy King, Charles Horn, Tammy McConnaughey and Joseph Motes.

  166. Pay Versus Performance Table

    | (2) Reconciliations of the Summary Compensation Table data to CAP data are included immediately below this table. |

  167. Pay Versus Performance Table

    | (3) “Peer Group Cumulative TSR” represents the cumulative total stockholder return during each measurement period for the S&P Financial Composite Index, which is the industry index reported in our Annual Report on Form 10-K for the year ended December 31, 2024. Each amount assumes that $100 was invested on December 31, 2019, and dividends were reinvested for additional shares. |

  168. Pay Versus Performance Table

    | (4) The Company has identified Pretax Pre-provision earnings (PPNR) as the company-selected measure for the pay versus performance disclosure, as we believe it is a key measure to track core earnings over time to demonstrate sustainable, profitable growth, excluding the volatility that can occur within Provision for credit losses. See Appendix A in this proxy statement for a reconciliation of PPNR, a non-GAAP financial measure, to the most directly comparable GAAP measure. PPNR is a key metric on our AIC balanced scorecard; see “Compensation Discussion and Analysis—Compensation Programs—Annual Incentive Compensation” above. |

  169. Pay Versus Performance Table

    | Bread Financial | 2025 Proxy Statement | 97 |

  170. Pay Versus Performance Table

    To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table (SCT) for that year:

  171. Pay Versus Performance Table

    | | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Total Compensation for CEO as reported SCT for the covered year | 10,638,047 | 7,697,586 | 8,694,682 | 11,179,238 | 12,299,988 | | Deduct pension values reported in SCT for the covered year | 0 | 0 | 0 | 0 | 0 | | Deduct grant date fair value of equity awards reported in SCT for the covered year | 6,333,851 | 4,039,912 | 4,840,698 | 7,900,354 | 5,313,281 | | Add pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | 0 | 0 | 0 | 0 | 0 | | Add fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | 10,293,983 | 4,713,222 | 2,769,499 | 7,513,091 | 3,600,290 | | Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | 0 | 0 | 0 | 0 | 0 | | Add dividends paid on unvested shares/share units and stock options | 216,658 | 79,218 | 55,929 | 16,232 | 0 | | Add the change in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | 6,128,784 | (939,971) | (3,294,818) | 74,733 | 0 | | Add the change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | 665,751 | 150,791 | 223,870 | 369,204 | 0 | | Subtract the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year | 0 | 0 | 0 | 0 | 0 | | Compensation Actually Paid to CEO | 21,609,372 | 7,660,934 | 3,608,463 | 11,252,145 | 10,586,997 |

  172. Pay Versus Performance Table

    | 98 | Bread Financial | 2025 Proxy Statement |

  173. Pay Versus Performance Table

    To calculate the amounts in the “Average Compensation Actually Paid to Non-CEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our non-CEO named executive officers for each applicable year, as reported in the SCT for that year:

  174. Pay Versus Performance Table

    | | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Total Compensation for Other NEOs as reported SCT for the covered year | 3,824,858 | 2,845,461 | 3,160,862 | 3,531,923 | 2,110,732 | | Deduct pension values reported in SCT for the covered year | 0 | 10,734 | 14,097 | 15,740 | 21,481 | | Deduct grant date fair value of equity awards reported in SCT for the covered year | 1,554,468 | 1,020,964 | 1,279,679 | 1,949,282 | 696,487 | | Add pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | 0 | 0 | 0 | 0 | 0 | | Add fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | 2,517,870 | 1,187,162 | 732,140 | 1,416,639 | 465,530 | | Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | 8,503 | 4,070 | 0 | 0 | 0 | | Add dividends paid on unvested shares/share units and stock options | 37,037 | 17,308 | 9,498 | 5,096 | 9,791 | | Add the change in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | 1,241,243 | (242,674) | (736,167) | (15,854) | (53,531) | | Add the change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | 136,176 | 18,116 | (44,367) | 46,547 | (20,473) | | Subtract the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year | 0 | 0 | 0 | 82,957 | 0 | | Compensation Actually Paid to Other NEOs | 6,211,218 | 2,797,744 | 1,828,189 | 2,936,373 | 1,794,082 |