DEF 14A of Bread Financial Holdings, Inc., Apr 7, 2026

DEF 14A of Bread Financial Holdings, Inc.

Filed Apr 7, 2026 · FY20250001193125-26-144512

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. 2026 Director Nominees

    2026 Director Nominees The Board of Directors has nominated the following nine director nominees for election at our 2026 annual meeting. Roger H. Ballou, our current Board Chair and member of the Audit Committee and Compensation & Human Capital Committee, is not standing for re-election in accordance with our director retirement policy and therefore his term as Board Chair and his committee memberships will expire at the 2026 annual meeting. See "Directors Not Standing for Re-Election" on page 44.

  3. 2026 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. | 65 | 2020 | | | | | | | | John J. Fawcett | Former EVP and Chief Financial Officer of CIT Group Inc. | 67 | 2024 | ● | ● | | ● | | | | John C. Gerspach, Jr.** | Former CFO of Citigroup, Inc. | 72 | 2020 | ● | | | | ● | | | Praniti Lakhwara | Chief Information Officer of Zscaler | 50 | 2024 | ● | | | | ● | | | Rajesh Natarajan | Chief Product and Strategy Officer of Globalization Partners | 56 | 2020 | ● | | | ● | ● | | | Joyce St. Clair | Former EVP and Chief Human Resources Officer of Northern Trust Corporation | 67 | 2023 | ● | | ● | | ● | | | Timothy J. Theriault | Former EVP, Global CIO and Advisor to CEO of Walgreens Boots Alliance, Inc. | 65 | 2016 | ● | ● | | | | | | Laurie A. Tucker | Founder and Chief Strategy Officer of Calade Partners LLC | 69 | 2015 | ● | | ● | | | | | Sharen J. Turney | Former CEO of Victoria’s Secret | 69 | 2019 | ● | | | ● | |

  4. 2026 Director Nominees

    Chair ● Member * Reflects current committee memberships for each director nominee. If the director nominees are elected at the annual meeting, the Board has approved changes to the current committee assignments, as reflected in the "2026 Director Nominees and Proposed Committee Memberships" table on page 35. **If Mr. Gerspach is elected at the annual meeting, he will replace Mr. Ballou as our Board Chair following the annual meeting. Bread Financial | 2026 Proxy Statement v

  5. Director Nominees Snapshot

    Director Nominees Snapshot

  6. Director Nominees Snapshot

    | INDEPENDENCE | | DIRECTOR TENURE | | AGE DISTRIBUTION | | | Independent | 8 | 0-4 years | 3 | 50-60 years | 2 | | | | | | | | | Non-Independent | 1 | 5-9 years | 4 | 61-75 years | 7 | | | | | | | | | NOMINEES WHO ARE DIVERSE BY RACE OR GENDER | 5 | 10-14 years | 2 | Average Age: 64 | | | | | | | | | | | | Average Director Tenure: 5.8 years | | | |

  7. Board Leadership

    Board Leadership Our Board of Directors oversees and interacts with management to serve the long-term interests of the Company and our stockholders. In assessing these interests, the Board considers, as appropriate, the day-to-day needs of other stakeholders, including our associates and surrounding communities. Focus areas such as Company strategy, risk assessment and mitigation, cybersecurity, artificial intelligence, compliance, leadership development and succession, human capital management, operational performance, corporate governance, community investment and sustainability comprise the Board’s typical span of oversight. Our bylaws require the Board of Directors to select a Board chair from among the directors and a chair for each Board committee, while our Corporate Governance Guidelines allow the Board to decide, in its business judgment, the appropriate leadership structure for our Company. The Board periodically reviews the Company’s leadership structure to determine what best serves the Company and our stockholders. The Board currently believes having a non-executive Chair is best practice, and, since December 2009, a non-executive director has occupied the role of Board Chair. This structure provides a clear and distinct separation between the Board Chair and our Chief Executive Officer (CEO) and enables our CEO to focus on the day-to-day operation of our business. The Board Chair’s duties include presiding over Board meetings and executive sessions, promoting the effective flow of constructive feedback between Board members and management, advising and counseling the CEO, assisting in setting meeting agendas and facilitating Board communication with our stockholders. In accordance with our director retirement policy, our current Board Chair, Roger Ballou, will not stand for re-election at the 2026 annual meeting and therefore his term as Board Chair and his committee memberships will expire at the annual meeting. Mr. Ballou has been a director since 2001, Board Chair since 2020 and is a current member of the Audit and Compensation & Human Capital Committees. If elected at the annual meeting, the Board has approved Mr. Gerspach to serve as the new Board Chair, effective at the conclusion of the 2026 annual meeting. Mr. Gerspach has been a director since 2020 and brings extensive executive-level experience in the banking and financial services industry, including in audit, accounting, risk management and global operations. Mr. Gerspach currently serves as Chair of the Audit Committee and a member of the Risk & Technology Committee and has a proven track record of fostering strong corporate governance and collaboration among Board members. The Board believes Mr. Gerspach's strong leadership experience, expertise, independence and tenure make him uniquely qualified to lead the Board and help ensure a seamless transition upon Mr. Ballou's retirement.

  8. Election of Directors

    Election of Directors Our Nominating & Corporate Governance Committee evaluated and recommended to our Board of Directors, and our Board has nominated, the following nine individuals, Ralph J. Andretta, 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 2027 and until his or her respective successor is duly elected and qualified. Each of the director nominees currently serves on our Board of Directors. As previously disclosed, in accordance with our director retirement policy, Roger H. Ballou, our current Board Chair and member of the Audit Committee and Compensation & Human Capital Committee, is not standing for re-election and his term as a director and committee member will expire at our 2026 annual meeting. See "Directors Not Standing for Re-Election" on page 44. 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 financial services industry, including financial institutions and related risk management and regulatory compliance, as well as risk assessment and management. Specifically, in nominating these nine directors for election at our 2026 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.

  9. Election of Directors

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

  10. Election of Directors

    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.

  11. Election of Directors

    | 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 | | | | | | ● | | ● | ● | ● | | | 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 19, 2026) | | 65 | 67 | 72 | 50 | 56 | 67 | 65 | 69 | 69 | | BOARD TENURE (as of May 19, 2026) | | 6.3 | 2.1 | 6.0 | 2.0 | 6.0 | 2.9 | 9.7 | 11.0 | 7.0 | | OTHER PUBLIC BOARDS | | 0 | 0 | 0 | 0 | 1 | 0 | 0 | 1 | 1 |

  12. Election of Directors

    | | 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. All of our nominees are financially literate and two 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. |

  13. Election of Directors

    | | 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. |

  14. Election of Directors

    | | 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 |

  15. Election of Directors

    2026 Director Nominees and Proposed Committee Memberships:

  16. Election of Directors

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

  17. Election of Directors

    *Reflects proposed committee memberships if director nominees are elected at the annual meeting.

  18. Election of Directors

    | AGE 65 DIRECTOR SINCE 2020 COMMITTEES: None | Ralph J. Andretta PRESIDENT | CEO, BREAD FINANCIAL | | | | 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. |

  19. Election of Directors

    | AGE 67 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. |

  20. Election of Directors

    *Reflects current committee memberships. For committee memberships following the annual meeting, see "2026 Director Nominees and Proposed Committee Memberships" on page 35.

  21. Election of Directors

    | AGE 72 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. |

  22. Election of Directors

    *If elected at the annual meeting, the Board has approved Mr. Gerspach to serve as Board Chair following the meeting. **Reflects current committee memberships. For committee memberships following the annual meeting, see "2026 Director Nominees and Proposed Committee Memberships" on page 35.

  23. Election of Directors

    | AGE 50 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. |

  24. Election of Directors

    *Reflects current committee memberships. For committee memberships following the annual meeting, see "2026 Director Nominees and Proposed Committee Memberships" on page 35.

  25. Election of Directors

    | AGE 56 DIRECTOR SINCE 2020 COMMITTEES*: Nominating & Corporate Governance Risk & Technology | Rajesh Natarajan CHIEF OPERATING OFFICER OF GLOBALIZATION PARTNERS | | | | Experience and Qualifications | | | | • Chief Operating 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 | |

  26. Election of Directors

    *Reflects current committee memberships. For committee memberships following the annual meeting, see "2026 Director Nominees and Proposed Committee Memberships" on page 35.

  27. Election of Directors

    | AGE 67 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. |

  28. Election of Directors

    *Reflects current committee memberships. For committee memberships following the annual meeting, see "2026 Director Nominees and Proposed Committee Memberships" on page 35.

  29. Election of Directors

    | AGE 65 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. |

  30. Election of Directors

    | AGE 69 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 • Arrive AI Inc. • Chair of the Compensation Committee | Other Public Directorships in the Past Five Years • Forward Air Corporation • Chair of the Corporate Governance and Nominating Committee and member of the Executive Committee |

  31. Election of Directors

    | AGE 69 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 |

  32. Election of Directors

    *Reflects current committee memberships. For committee memberships following the annual meeting, see "2026 Director Nominees and Proposed Committee Memberships" on page 35.

  33. Directors Not Standing for Re-Election

    Directors Not Standing for Re-Election As previously disclosed, in accordance with our director retirement policy, Roger H. Ballou, our current Board Chair and member of the Audit Committee and Compensation & Human Capital Committee, is not standing for re-election and his term as a director and committee member will expire at our 2026 annual meeting. Mr. Ballou has served as a director for nearly 25 years, including as Board Chair since 2020 and a current member of the Audit Committee and Compensation & Human Capital Committee. The Board and management wish to thank him for his significant contributions over the years. We are incredibly grateful for Mr. Ballou's commitment, leadership and service to the Company and the Board during his tenure.

  34. 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 nine 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.

  35. Defined Terms in this Compensation Discussion and Analysis

    | • | AIC — | Annual Incentive Compensation | • | PBRSU — | Performance-Based Restricted Stock Unit | | • | CHCC — | Compensation & Human Capital Committee | • | PPNR — | Pretax Pre-provision Earnings(1) | | • | EPS — | Earnings Per Share | • | ROE — | Return on Equity | | • | ERM — | Enterprise Risk Management | • | ROTCE — | Return on Tangible Common Equity(1) | | • | LTIC — | Long-Term Equity Incentive Compensation | • | RSU — | Restricted Stock Unit | | • | NCL — | Net Credit Loss | • | rTSR — | Relative Total Stockholder Return | | • | NEO — | Named Executive Officer | • | SLAs — | Service Level Agreements | | • | NPS — | Net Promoter Score | • | TBRSU — | Time-Based Restricted Stock Unit |

  36. Company Highlights and 2025 Focus Areas

    (1) This is a non-GAAP financial measure. Refer to Appendix A for applicable definitions and reconciliations. Our 2025 performance underscored our disciplined approach to growing responsibly, building financial resilience and advancing operational excellence, all to support significant long-term growth opportunities. The progress we made during 2025, including our strong capital generation, continued balance sheet improvement and enhanced enterprise risk management framework, also contributed to the positive feedback we received from the leading ratings agencies, our stockholders and the analysts that cover our Company: • Fitch upgraded our credit rating from BB- to BB, with a stable outlook, in October 2025 • Moody's upgraded our credit rating from Ba3 to Ba2, with a positive outlook, in October 2025 • S&P upgraded our outlook from stable to positive in October 2025 • Among the analysts that cover our Company, 13 of 16 analysts currently rate Bread Financial as a "Buy" or a "Hold" While we continue to navigate the uncertain macroeconomic and regulatory conditions that have persisted throughout our multi-year transformation, we believe we are well-positioned to advance toward our longer-term financial targets, including achieving a mid-20% ROTCE. Moreover, the progress we have made in recent years to strengthen our Company is evident in our TSR performance relative to our industry and peers: Source: S&P Capital IQ; TSR end date of December 31, 2025 Over the one-year period, Bread Financial's TSR ranked in the 77th percentile relative to the S&P Financial Composite Index and in the 46th percentile relative to our rTSR Peer Group (see page 74 for composition of rTSR Peer Group). Over the three-year period, Bread Financial's TSR ranked in the 83rd percentile relative to the S&P Financial Composite Index and in the 61st percentile relative to our rTSR Peer Group. Additional detail regarding our 2025 strategic priorities and accomplishments is set forth below.

  37. 2025 Focus Areas and Achievements

    | 2025 Key Focus Area | Key Achievements within Focus Area in 2025 | How Focus Area is Reflected in Our 2025 Compensation Program | | Responsible Growth | • Added new relationships in diversified verticals, including Cricket Wireless, Crypto.com and Vivint • Expanded our home vertical, including Bed Bath & Beyond, Furniture First and Raymour & Flanigan • Renewed our top 10 programs into at least 2028 with the extension of Caesars Entertainment • Grew direct-to-consumer deposits to $8.5 billion, an 11% increase year-over-year, representing 48% of our fourth quarter average total funding | • ROTCE (LTIC plan metric) • EPS (LTIC plan metric) • rTSR (LTIC plan modifier) • 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 | • Disciplined credit risk management and product diversification drove improved credit metrics • Maintained prudent weightings on the economic scenarios in our credit reserve modeling given the wide range of potential macroeconomic outcomes • Continued execution on our credit strategies; anticipating ongoing gradual improvement in our credit metrics | • Average Loans (10% weighting on AIC scorecard) • NCLs (10% weighting on AIC scorecard) • ERM Composite Metric (10% weighting on AIC scorecard) • Bank Merger Readiness was a Strategic Modifier to our AIC scorecard |

  38. 2025 Focus Areas and Achievements

    | 2025 Key Focus Area | Key Achievements within Focus Area in 2025 | How Focus Area is Reflected in Our 2025 Compensation Program | | Disciplined Capital Allocation and Risk Management | • Credit ratings upgrades from Moody's and Fitch and a positive outlook from Moody's and S&P • Further optimized capital structure with issuances of subordinated notes and preferred stock • Refinanced senior notes, reducing size by $400 million and interest rate by 300 basis points • Repurchased 5.7 million common shares for $310 million; increased quarterly common stock dividend by 10% • Continued enhancements to our enterprise risk management practices, which allowed the Company to reduce open issues to a 3-year low | • ROTCE (LTIC plan metric) • EPS (LTIC plan metric) • rTSR (LTIC plan modifier) • PPNR (30% weighting on AIC scorecard) • Operating Leverage (10% weighting on AIC scorecard) • ERM Composite Metric (10% weighting on AIC scorecard) | | Operational Excellence | • Delivered positive operating leverage as a result of our continuous improvement culture and initiatives • Advanced technology, including accelerating AI adoption across the Company, to increase automation and efficiency | • Operational Excellence was a Strategic Modifier to our AIC scorecard • Operating Leverage (10% weighting on AIC scorecard) • ROTCE (LTIC plan metric) • Associate Engagement (5% weighting on AIC scorecard) |

  39. Say-On-Pay and Stockholder Engagement

    | Feedback We Heard from Stockholders | How We are Responding | | LTIC: Support for the 2025 re-design of our PBRSUs | Stockholders were universally supportive of the changes we made to the design of our PBRSUs in 2025. As we announced in last year's proxy statement, the CHCC re-designed our 3-year PBRSU grants in 2025 to add a second performance metric (EPS) and an rTSR modifier, as set forth below: • ROTCE: 75% of the PBRSU grant is weighted based on ROTCE • EPS: 25% of the PBRSU grant is weighted based on EPS • rTSR: We have added a +/- 10% rTSR modifier measured against our rTSR Peer Group The CHCC believes this mix of metrics makes sense for our business, properly incentivizes our NEOs and further aligns our NEOs’ interests with those of stockholders, and our stockholders were universally supportive of these changes. | | AIC: Continued support for stockholder-friendly changes to AIC scorecard | Stockholders continued to express support for the stockholder-focused changes that we originally implemented into our 2024 AIC scorecard (which we 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: Continued support for forward-looking performance targets for PBRSUs | Stockholders continued to express support for 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: Continued support for the comprehensive disclosure and transparency regarding AIC scorecard | We were thankful to hear this feedback, and we continue to provide detailed disclosure regarding the metrics, targets and results in our AIC scorecard. Transparency in our disclosures regarding our compensation practices and decision-making remains a key priority for us. |

  40. Compensation Principles and Governance

    | | 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 and the Company's medium and long-term financial targets. 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. | |

  41. Overview of 2025 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 62 | | Annual Incentive Compensation (AIC) | | Cash; Performance- Based | 1-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 62 | | Long-Term Equity Incentive Compensation (LTIC) | | 60% PBRSUs | 3-Year Cliff Vesting | ROTCE (75% weight) EPS (25% weight) rTSR (+/-10%) | • Aligns incentives with stockholder interests and long-term financial objectives • Focuses our executives on delivering exceptional performance | Page 71 | | | | 40% TBRSUs | Vests Ratably Over 3-Year Period | Time-based | • Increases retention • Promotes direct alignment with stockholder interests • Rewards creation of long-term value | Page 71 |

  42. 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. When we refer to our "core scorecard," we are referring to the financial and non-financial metrics organized under the Stockholder, Customer and Associate categories. When we refer to our "balanced scorecard" or our "AIC scorecard," we are referring to our core scorecard, as modified by the results of the modifiers selected by the CHCC for 2025.

  43. HOW AIC AWARDS ARE CALCULATED

    HOW AIC AWARDS ARE CALCULATED During fiscal year 2025, 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 2025 core scorecard and as modified by the modifiers that were adopted as part of the 2025 AIC program. Core Scorecard Payout Opportunity. For the 2025 AIC core scorecard, 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. As with 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 2025 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. The payout on the core scorecard is capped at 100% unless the Company scored at least 85% on the Financial metrics, 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 “—2025 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 Opportunity. The CHCC established two strategic modifiers in 2025, each of which was based on a critical business priority for 2025. Each of these strategic modifiers had the potential to increase the total payout percentage by up to a maximum of 10%. Lastly, as with 2024 scorecard, the CHCC included a Discretionary Consideration Framework (DCF) modifier, 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.

  44. 2025 CORE SCORECARD DESIGN

    2025 CORE SCORECARD DESIGN Our 2025 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 2025 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 2026. The Financial metrics selected for 2025 were designed to incentivize strong financial results and align our NEOs’ interests with those of our stockholders, while also prioritizing non-financial metrics that 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%, and we carried this practice forward into the 2025 iteration of the core scorecard. Below is a description of the core scorecard metrics selected by the CHCC for 2025, along with detail regarding the rationale for each metric’s inclusion in the core scorecard.

  45. 2025 CORE SCORECARD DESIGN

    At the time of the CHCC’s approval of the 2025 core scorecard, the CHCC pre-approved certain adjustments that impacted the calculation of PPNR and Operating Leverage metrics. These adjustments are discussed below under “2025 Balanced Scorecard Targets and Results” and in Appendix B.

  46. 2025 MODIFIERS TO CORE SCORECARD

    2025 MODIFIERS TO CORE SCORECARD For 2025, 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 2025—namely (i) readiness for the potential merger of our two bank subsidiaries and (ii) the Company’s Operational Excellence initiative. These strategic modifiers were important not only due to their in-year benefit for 2025, but also because of the value they generate on a go-forward basis in terms of revenue growth, operating and regulatory efficiencies and the development of new capabilities. In addition, the CHCC carried forward the DCF modifier for 2025, which was originally introduced in 2024. Additional detail regarding the CHCC’s rationale for choosing each of these modifiers is set forth below:

  47. 2025 MODIFIERS TO CORE SCORECARD

    | | Measurement of Metric | Why We Chose this Modifier | | Strategic Modifier #1: Bank Merger Readiness (0% to +10%) | Measured on a gradient, with a total impact to AIC results of 0% to +10% | • The Company currently operates through two state-chartered subsidiary banks (Comenity Bank and Comenity Capital Bank), which is a legacy structure that gives rise to certain regulatory complexities and other operational drawbacks. • For 2025, the CHCC, with the support of the Board, adopted this modifier to challenge and incentivize management to develop actionable plans to merge our subsidiary banks. • The bank merger, if executed, is expected to have a number of operational and financial benefits, including a simplified regulatory framework, improved access to the retail deposit funding market, greater flexibility in managing our securitization activities, and other liquidity and capital risk management benefits. | | Strategic Modifier #2: Operational Excellence (0% to +10%) | Measured on a gradient, with a total impact to AIC results of 0% to +10% | • Beginning in 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 2025 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 2025 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% | • The DCF modifier provided the full Board with discretion to increase or decrease the scorecard results by up to +/-10%, 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 |

  48. 2025 BALANCED SCORECARD TARGETS AND RESULTS

    2025 BALANCED SCORECARD TARGETS AND RESULTS Below is detail regarding the threshold, target and maximum performance goals for each metric in our 2025 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. All of the targets in the 2025 AIC scorecard were set at levels that exceeded 2024 actual results, with the exception of the ERM Composite Metric and the Performance of Critical SLA Metric, each of which was held constant with the 2024 levels, which levels the CHCC believed were already consistent with market best practices and did not need to be increased. For additional detail regarding the process by which the CHCC sets performance targets, see “Compensation Determination Process—Target Setting” below.

  49. 2025 BALANCED SCORECARD TARGETS AND RESULTS

    | | Measure | Threshold | Target | Maximum | Annual Results | Score | Assigned Scorecard Weight | Final Weighted Score | | | Average Loans ($mm)(1) | $17,077 | $18,077 – $18,655 | $19,655 | $17,850 | 84.81% | 10% | 8.48% | | | NCLs ($mm)(1) | $1,647 | $1,470 – $1,440 | $1,262 | $1,377 | 138.68% | 10% | 13.87% | | Stockholder | PPNR ($mm)(1)(2) | $1,739 | $1,897 – $2,079 | $2,237 | $1,937 | 97.16% | 30% | 29.15% | | (70%) | Operating Leverage(1)(2) | (3.00)% | .07% - 4.66% | 8.00% | 2.11% | 99.44% | 10% | 9.94% | | | ERM Composite Metric | (3) | (3) | (3) | (3) | 81.00% | 10% | 8.10% | | | Performance on Critical SLAs | 97% | 98% | 99% | 99.86% | 200.00% | 5% | 10.00% | | Customer | Digital Engagement Composite | 65.05% | 66.30% | 67.55% | 67.98% | 200.00%/ | 5% | 8.41% | | (20%) | Metric | (ADU) & | (ADU) & | (ADU) & | (ADU) & | 94% | | | | | | 74.96% | 76.88% (IVR) | 78.80% | 76.65% | | | | | | | (IVR) | | (IVR) | (IVR) | | | | | | Application Availability | 99.85% | 99.91% | 99.95% | 99.98% | 200.00% | 5% | 10.00% | | | NPS | 48.50% | 51.00% | 53.50% | 54.50% | 200.00% | 5% | 10.00% | | Associate (10%) | Associate Experience | 75% | 81%-83% | 89% | 82.64% | 100.00% | 10% | 10.00% |

  50. 2025 BALANCED SCORECARD TARGETS AND RESULTS

    | (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. The Financial metrics, in aggregate, must achieve ≥85% or the core scorecard result is capped at 100% funding. Final result on Financial metrics, in aggregate, was 102.4%. | Core Scorecard Result | 117.95% | | (2) Results of PPNR and Operating Leverage were impacted by certain pre-approved adjustments; see Appendix B for a reconciliation of these adjustments. | | | | (3) Targets not disclosed for the ERM Composite Metric due to composite nature of the metric and potential sensitivity of the underlying targets. | | |

  51. Core Scorecard Results and Commentary

    Core Scorecard Results and Commentary As shown above, the Company’s results on the 2025 core scorecard (before applying the modifiers) yielded a payout percentage of 117.95%. Beginning in 2024, the CHCC incorporated a provision into the AIC program, which provides that the core scorecard result is capped at 100% unless the Company scores at least 85% on the Financial metrics (i.e., Average Loans, NCLs, PPNR and Operating Leverage), in aggregate. With an aggregate score of 102.4% on the Financial metrics, the Company exceeded this threshold and, therefore, payouts were not capped under the core scorecard. Among the Stockholder metrics, Average Loans for 2025 were $17.9 billion, which was between threshold and target, due in part to pressure from an increasing payment rate throughout the year, resulting in a score of 84.81% on that metric. Due in part to our disciplined credit risk management and enhanced product diversification, the Company had a strong result on NCL performance, exceeding the target range and resulting in a score of 138.68% on that metric. PPNR for the year of $1.9 billion was solid and within the target range, resulting in a score of 97.16%. Lastly among the Financial metrics, Operating Leverage was strong in 2025 and near the midpoint of the target range, resulting in a score of 99.44%. The ERM Composite Metric resulted in a score of 81.00%. Among the Customer metrics, the Company achieved maximum performance on the SLA metric, yielding a score of 200% on that metric. On the Digital Engagement Composite Metric, the Company performed well in 2025, with the ADU rate portion of the metric scoring a perfect 200% and the IVR portion scoring 94%. We were also pleased with the Company’s result on the Application Availability metric, which exceeded expectations at a maximum score of 200%, which we believe was reflective of the enhanced resiliency of the Company’s systems. On the NPS metric, the Company also exceeded the maximum target based on the result of 54.50%, and consequently scoring 200%, demonstrating our continued focus on customer experience. The Company’s performance on the Associate Experience metric was in the middle of the target range, resulting in a score of 100%, which we believe is reflective of our NEOs’ commitment to promoting a strong associate experience that drives our long-term growth. Additional detail regarding our human capital strategies, as well as our broader sustainability efforts, can be found in the “Sustainable Business Practices” 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 2025, 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. For a reconciliation of these adjustments to PPNR and Operating Leverage, please see Appendix B.

  52. Modifier Results and Commentary

    In aggregate, the Company’s scores on the modifiers increased the total AIC scorecard payout percentage by 25%, which when added to the Company’s score on the core scorecard (117.95%), resulted in a final score of 142.95% on the 2025 AIC balanced scorecard.

  53. SUMMARY OF 2025 PERFORMANCE-BASED AIC PAYMENTS

    SUMMARY OF 2025 PERFORMANCE-BASED AIC PAYMENTS The following table sets forth a summary of the AIC payments for the 2025 performance year, calculated using the final payout percentage of 142.95% from the 2025 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 below reflect the following changes for 2025: Mr. Andretta to 200% from 190% in 2024; Mr. Beberman to 165% from 150% in 2024; Ms. Driscoll to 155% from 140% in 2024; Ms. Greer to 165% from 150% from 2024; and Mr. Motes to 155% from 150% in 2024, in each case placing additional emphasis on the performance-based components of our executives' compensation.

  54. SUMMARY OF 2025 PERFORMANCE-BASED AIC PAYMENTS

    | | Annual Base Salary ($)x | Target AIC (%) | = | Target AIC ($)x | Final Payout Percentage | = | AIC Payment ($) | | Ralph J. Andretta | 1,200,000 | 200% | | 2,400,000 | 142.95% | | 3,430,800 | | Perry S. Beberman | 700,000 | 165% | | 1,155,000 | 142.95% | | 1,651,073 | | Allegra S. Driscoll | 643,500 | 155% | | 997,425 | 142.95% | | 1,425,819 | | Valerie E. Greer | 700,000 | 165% | | 1,155,000 | 142.95% | | 1,651,073 | | Joseph L. Motes III | 680,000 | 155% | | 1,054,000 | 142.95% | | 1,506,693 |

  55. 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 senior 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 compensation 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 2025, we granted LTIC awards to our senior management and executive officers, including our NEOs, pursuant to our 2024 Omnibus Incentive Plan. Under this plan, the Board of Directors has delegated its authority under such plan to the CHCC, except for purposes of awards to the CEO. For 2026, the CHCC also revised the grant structure for our non-NEO, senior vice president (SVP) population, which comprises approximately 30 senior leaders who also serve on our enterprise Operating Committee. While this SVP population had previously received 100% of their annual LTIC grants in the form of TBRSUs, for 2026 the CHCC transitioned these grants to a mix of 75% TBRSUs and 25% PBRSUs, with the same terms as the TBRSUs and PBRSUs granted to our NEOs. The purpose of this shift towards PBRSUs was to further incentivize this SVP population to deliver exceptional long-term financial performance and further align their financial objectives with stockholder interests.

  56. 2025 LTIC PLAN DESIGN

    | Element | Key Metrics | Features | | Performance-Based Restricted Stock Units (60% of Award) | • ROTCE (75% weighting) • EPS (25% weighting) • rTSR (+/-10%) | • 3-year cliff vesting period (2025-2027) • Aligns incentives with stockholder interests and long-term financial objectives • Focuses our executives on delivering exceptional performance | | Time-Based Restricted Stock Units (40% of Award) | • Vest ratably over 3-year period | • Increases retention • Promotes direct alignment with stockholder interests • Rewards creation of long-term value |

  57. 2025 PBRSU DESIGN

    Of the PBRSUs granted in 2025, 75% of the value of shares granted are subject to an annual ROTCE metric with threshold, target and maximum goals for each of 2025, 2026 and 2027, and 25% of the value of shares granted are subject to a three-year cumulative EPS metric with threshold, target and maximum goals for the period from 2025-2027. For each of these metrics, 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. The annual ROTCE results are averaged at the end of the three-year performance period so that ROTCE 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 2028. The CHCC believes the performance targets in our PBRSUs are 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 performance 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, 2027. 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.

  58. rTSR Modifier and Peer Group

    rTSR Modifier and Peer Group The rTSR modifier included in our 2025 PBRSUs may increase or decrease by up to 10% the number of shares earned based on our TSR over the three-year performance period relative to our rTSR Peer Group. In order to smooth potential anomalies of spot pricing, three-year rTSR is calculated based on the average common stock trading prices of the Company and our rTSR Peer Group over the 30 trading days preceding January 1, 2025 and the 30 trading days preceding January 1, 2028. Our "rTSR Peer Group" includes 21 companies and is set forth below. This group consists of our 2025 compensation peer group below on page 79 (excluding Discover Financial Services, which merged with and into Capital One Financial Corporation), plus six additional consumer finance companies: Affirm Holdings, Inc.; Credit Acceptance Corporation; Enova International, Inc.; FirstCash Holdings, Inc.; Navient Corporation; and SLM Corporation. These additional consumer finance companies were included in our rTSR Peer Group because these companies are likely to have similar sensitivities to us, such as macroeconomic, regulatory, geopolitical and consumer behavioral, which the CHCC believes improves the overall comparability of the rTSR Peer Group for TSR purposes over the three-year performance period.

  59. rTSR Modifier and Peer Group

    | • Affirm Holdings, Inc. | • Enova International, Inc. | • LendingTree, Inc. | | • Ally Financial Inc. | • Fifth Third Bancorp | • Navient Corporation | | • Associated Banc-Corp. | • FirstCash Holdings, Inc. | • OneMain Holdings, Inc. | | • Capital One Financial Corporation | • Green Dot Corporation | • Regions Financial Corporation | | • Citizens Financial Group, Inc. | • Huntington Bancshares Incorporated | • SLM Corporation | | • Comerica Incorporated* | • KeyCorp | • SoFi Technologies, Inc. | | • Credit Acceptance Corporation | • LendingClub Corporation | • Synchrony Financial |

  60. rTSR Modifier and Peer Group

    * On February 2, 2026, Comerica Incorporated merged with and into Fifth Third Bancorp. Our rTSR Peer Group originally included 21 companies, with TSR performance to be measured at the end of the three-year performance period, along with our TSR, for a total of 22 companies. Depending upon the rank of the Company’s TSR performance relative to these other companies, the rTSR modifier could increase or decrease the number of shares earned by up to 10%. The details of how the modifier impacts the final payout calculations are shown below:

  61. rTSR Modifier and Peer Group

    | BFH TSR Performance vs. Peers (Ordinal-Based Rank) | BFH TSR Performance vs. Peers (Percentile-Based Rank)* | Modification | | 1 - 4 | 86 to 100 | +10.0% | | 5 - 7 | 71 to <86 | +7.5% | | 8 - 9 | 62 to <71 | +5.0% | | 10 - 11 | 52 to <62 | +2.5% | | 12 - 15 | 33 to <52 | 0.0% | | 16 - 17 | 24 to <33 | -2.5% | | 18 - 19 | 14 to <24 | -5.0% | | 20 | 10 to <14 | -7.5% | | 21 - 22 | 0 to <10 | -10.0% |

  62. rTSR Modifier and Peer Group

    * Because Comerica Incorporated merged with and into Fifth Third Bancorp, effective February 2, 2026, there are currently only 20 companies in the rTSR Peer Group rather than the original 21. Accordingly, the CHCC will measure performance using the percentile-based rankings shown above, which are equivalent to the original ordinal-based rankings.

  63. FINAL PAYOUT OF PBRSUS GRANTED IN 2023

    FINAL PAYOUT OF PBRSUS GRANTED IN 2023 As described above under “PBRSU Targets and Results,” the PBRSUs awarded to our NEOs in March 2023 completed their three-year performance period at the end of fiscal year 2025. In February 2026, 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 2023, 2024 and 2025, the shares earned on account of these PBRSUs equated to 121.9% of the target award established in March 2023.

  64. FINAL PAYOUT OF PBRSUS GRANTED IN 2023

    | Primary Metric | Threshold (%) | Target (%) | Maximum (%) | Result (%) | ROE Result as a % of Target | | Fiscal Year 2023 ROE | 15.0% | 19% - 21% | 25.0% | 18.2% | 90.3% | | Fiscal Year 2024 ROE | 17.0% | 21% - 23% | 27.0% | 25.0% | 125.5% | | Fiscal Year 2025 ROE | 20.0% | 24% - 26% | 30.0% | 30.0% | 150.0% | | Average Result | | | | | 121.9% |

  65. FINAL PAYOUT OF PBRSUS GRANTED IN 2023

    Based on this final payout result of 121.9%, on February 15, 2026, our NEOs (other than Ms. Driscoll, who joined the Company in January 2024) earned a number of shares equal to 121.9% of the target number of shares subject to each of their respective PBRSU grants awarded in March 2023. Accordingly, Mr. Andretta earned 106,442 shares versus his target of 87,319 shares, Mr. Beberman earned 30,853 shares versus his target of 25,310 shares, Ms. Greer earned 30,853 shares versus her target of 25,310 shares, and Mr. Motes earned 23,719 shares versus his target of 19,457 shares, in each case before giving effect to any shares withheld for federal tax withholding purposes. Each of these awards vested on February 17, 2026.

  66. 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 (the Exchange Act), 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 2025 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 2025 say-on-pay vote outcome, and reviewing this Compensation Discussion and Analysis.

  67. 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 compensation peer group. The general industry group encompasses financial services industry data for companies of similar size based on revenue. The proxy compensation peer group consists of public companies that were selected based on the criteria described below.

  68. PROXY COMPENSATION PEER GROUP

    PROXY COMPENSATION 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 2025, upon recommendation from our independent compensation consultant, the CHCC maintained the same compensation peer group as fiscal year 2024, set forth below:

  69. PROXY COMPENSATION 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** | | |

  70. PROXY COMPENSATION PEER GROUP

    * On February 2, 2026, Comerica Incorporated merged with and into Fifth Third Bancorp. ** On May 18, 2025, Discover Financial Services merged with and into Capital One Financial Corporation. We selected our compensation peer group 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 compensation 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.

  71. 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 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 compensation 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.

  72. Target Setting

    Target Setting AIC and LTIC metrics and targets are established, and grants are awarded, early in each year, which allows us to consider the performance of the Company and each executive officer in the prior year, as well as expectations for the upcoming year. Factors that the CHCC considers when establishing performance metrics and targets include the following: • corporate strategy, including key strategic initiatives that continue to drive our transformation and long-term success; • annual and long-term operating plans; • macroeconomic environment and indicators; • regulatory environment; • performance history; • input from our independent compensation consultant and management; and • difficulty of the targets in light of the above factors. The CHCC set the performance metrics, and related weightings and targets, for our 2025 executive compensation program in February and March 2025. 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. Generally, the CHCC prefers to set targets that exceed prior years’ results. 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 we give publicly to our stockholders. Beginning in 2024, the CHCC incorporated a 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. All of the targets in the 2025 AIC scorecard were set at levels that exceeded 2024 actual results, with the exception of the ERM Composite Metric and the Performance of Critical SLA Metric, each of which was held constant with the 2024 levels, which levels the CHCC believed were already consistent with market best practices and did not need to be increased. The targets we set for our LTIC program are tied to our long-range operating plan (the LRP) and correspond with the financial targets that we initially announced at our Investor Day in June 2024, which we believe position us to deliver responsible growth, strong returns and capital distribution opportunities over time. The Company’s 2024 adjusted ROE result for the PBRSUs granted in 2024 was 11.5%, which was at the low-end of the 2024 target range. Accordingly, the CHCC determined it was appropriate for the go-forward performance targets in the 2025 PBRSUs to be set at levels consistent with those in the 2024 PBRSUs, except (i) the 2025 PBRSUs add targets through fiscal year 2027, which are consistent with our published medium and long-term targets, and (ii) the 2025 PBRSU targets were converted from ROE to ROTCE and restated using an assumed 11% TCE/TA ratio (consistent with our current targeted capital stack), rather than the assumed 9% TCE/TA ratio used in our 2024 PBRSUs. In other words, the 2025 PBRSU targets were set at the same or higher levels than the 2024 PBRSU targets, and any appearance of the targets being set at lower levels is due to the conversion from ROE to ROTCE for 2025 and the update to the assumed TCE/TA ratio. The EPS targets in the 2025 PBRSU grants were also developed based on our ROTCE targets and are thus consistent with the medium and long-term targets we announced at our 2024 investor day. While the CHCC prefers to set targets that exceed prior years’ results, it understands that this method is not always practical, especially in an industry (such as ours) that can be significantly impacted by macroeconomic, regulatory and other external forces beyond the control of management. Moreover, the macroeconomic conditions that have persisted over the last several years may have a disproportionately adverse impact on our business, relative to our peers, due to our business being primarily focused on consumer credit card lending and our relatively higher proportion of private label credit card accounts and deeper underwriting. In the current macroeconomic landscape, the wage growth of many moderate and lower-income households has been challenged by the compounding effect of persistent inflation, even while unemployment rates remain low. Given the higher proportion of moderate and lower-income households within our partners’ customer bases relative to many of our peers, this trend could impact us more negatively than others in our industry. Moreover, the Administration’s current approach on tariffs and global trade policies, immigration and taxes could create additional inflationary pressures and adversely impact the labor market and broader economy, which in turn could cause disproportionate pressures on our customer base, including softening spending behavior, increased debt levels and inability to repay debt. For further discussion regarding our AIC and LTIC metrics, targets and performance, see “Compensation Programs—Annual Incentive Compensation” and “Compensation Programs—Long-Term Equity Incentive Compensation” above.

  73. 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 in 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 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 Employee Stock Purchase Plan are generally the last trading day in June and December of each year. The CHCC did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025, and Bread Financial does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  74. 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.

  75. Summary Compensation Table

    Summary Compensation Table The following tables and accompanying narratives set forth the compensation paid to our NEOs for the fiscal years ended December 31, 2025, 2024 and 2023:

  76. Summary Compensation Table

    | 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 | 2025 | 1,196,539 | — | 7,019,369 | 3,430,800 | — | 274,523 | 11,921,231 | | 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 | | Perry S. Beberman | 2025 | 697,308 | — | 1,805,037 | 1,651,073 | — | 146,188 | 4,299,606 | | 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 | | Allegra S. Driscoll | 2025 | 642,077 | 550,000 | 1,203,379 | 1,425,819 | — | 62,269 | 3,883,544 | | EVP - Chief Technology Officer | 2024 | 598,558 | 1,100,000 | 1,161,251 | 1,137,500 | — | 44,250 | 4,041,559 | | Valerie E. Greer | 2025 | 697,308 | — | 1,805,037 | 1,651,073 | — | 118,443 | 4,271,861 | | 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 | | Joseph L. Motes III | 2025 | 678,462 | — | 1,433,957 | 1,506,693 | — | 117,367 | 3,736,479 | | EVP, Chief Legal and Administrative | 2024 | 650,379 | — | 1,404,066 | 1,287,000 | — | 122,282 | 3,463,727 | | Officer, and Secretary | 2023 | 643,846 | — | 900,201 | 1,092,308 | — | 76,863 | 2,713,218 |

  77. Summary Compensation Table

    (1) Salary amounts shown in this column represent actual salary earned during the year, reported as gross earnings (i.e., gross amounts before taxes and applicable payroll deductions), including any amounts deferred pursuant to the Executive Deferred Compensation Plan. Amounts in this column represent discretionary payments to executive officers in recognition of their efforts, or new hire bonus payments. No discretionary payments were made in fiscal years 2023, 2024, or 2025. Ms. Driscoll received a new hire cash bonus of $1,650,000, of which $1,100,000 was paid in 2024, and the final $550,000 portion of which was paid in January 2025. See “Terms of Employment Offer with Chief Technology Officer” included elsewhere in this proxy statement. Amounts in this column reflect the dollar amount, without any reduction for risk of forfeiture, of the estimate of the aggregate compensation cost to be recognized over the service period as of the grant date under Financial Accounting Standards Board Accounting Standards Codification (ASC) 718, which for 2025 represents the closing market price of our common stock of $61.95 per share on the grant date of February 18, 2025. These amounts may not correspond to the actual value that will be realized by the NEOs. The amounts for the PBRSUs were calculated based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718. For these amounts, see the Fiscal Year 2025 Grants of Plan-Based Awards table below. The following are the values of the PBRSUs as of the grant date assuming attainment of the maximum level of performance, as required by SEC guidance: Mr. Andretta, $6,738,574; Mr. Beberman, $1,732,816; Ms. Driscoll, $1,155,244; Ms. Greer, $1,732,816; and Mr. Motes, $1,376,579. For additional information on how we account for long-term incentive compensation, see Note 14 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. Awards included in the Stock Awards column were granted pursuant to the 2024 Omnibus Incentive Plan. (4) This column reflects the amounts paid to each NEO in February 2026, 2025 and 2024, representing amounts earned for 2025, 2024 and 2023 performance. For the 2025 performance year, these amounts are the actual amounts earned under the awards described in the Fiscal Year 2025 Grants of Plan-Based Awards table below. These payout amounts were computed in accordance with pre-determined formulas for the calculation of performance-based AIC under the balanced scorecard, all as set forth under “Compensation Discussion and Analysis– Compensation Programs–Annual Incentive Compensation.” (5) This column includes amounts deferred pursuant to the Executive Deferred Compensation Plan, which amounts are not paid or deferred until February of the following year. (6) Amounts in this column consist entirely of above-market earnings on compensation deferred pursuant to the Executive Deferred Compensation Plan. Above-market earnings represent the difference between market interest rates determined pursuant to SEC rules and the 10.0% annual interest rate credited by the Company on account balances during 2025, 11.0% annual interest rate credited by the Company on account balances during 2024, and the 9.0% annual interest rate credited by the Company on account balances during 2023. (7) See the Fiscal Year 2025 All Other Compensation table below for further information regarding amounts included in this column.

  78. Fiscal Year 2025 Grants of Plan-Based Awards

    Fiscal Year 2025 Grants of Plan-Based Awards The following table provides information about equity and non-equity awards granted to our NEOs in 2025, including AIC and LTIC awards. For a discussion of the material terms of these awards, see “Compensation Discussion and Analysis – Compensation Programs” above.

  79. Fiscal Year 2025 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 | Full Grant Date Fair Value of Equity Awards Granted | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#)(2) | in 2025 ($)(2) | | Ralph J. Andretta | Performance- Based AIC | | 960,000 | 2,400,000 | 5,520,000 | | | | | | | | PBRSUs(3) | 2/18/2025 | | | | 27,194 | 67,984 | 108,774 | | 4,211,609 | | | TBRSUs(4) | 2/18/2025 | | | | | | | 45,323 | 2,807,760 | | Perry S. Beberman | Performance- Based AIC | | 462,000 | 1,155,000 | 2,656,500 | | | | | | | | PBRSUs(3) | 2/18/2025 | | | | 6,993 | 17,482 | 27,971 | | 1,083,010 | | | TBRSUs(4) | 2/18/2025 | | | | | | | 11,655 | 722,027 | | Allegra S. Driscoll | Performance- Based AIC | | 398,970 | 997,425 | 2,294,078 | | | | | | | | PBRSUs(3) | 2/18/2025 | | | | 4,662 | 11,655 | 18,648 | | 722,027 | | | TBRSUs(4) | 2/18/2025 | | | | | | | 7,770 | 481,352 | | Valerie E. Greer | Performance- Based AIC | | 462,000 | 1,155,000 | 2,656,500 | | | | | | | | PBRSUs(3) | 2/18/2025 | | | | 6,993 | 17,482 | 27,971 | | 1,083,010 | | | TBRSUs(4) | 2/18/2025 | | | | | | | 11,655 | 722,027 | | Joseph L. Motes III | Performance- Based AIC | | 421,600 | 1,054,000 | 2,424,200 | | | | | | | | PBRSUs(3) | 2/18/2025 | | | | 5,555 | 13,888 | 22,221 | | 860,362 | | | TBRSUs(4) | 2/18/2025 | | | | | | | 9,259 | 573,595 |

  80. Fiscal Year 2025 Grants of Plan-Based Awards

    (1) The actual payout amounts of these 2025 performance-based AIC awards have already been determined and were paid in February 2026, 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. (2) Full grant date fair value of equity awards granted in 2025 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. (3) These share amounts represent the potential payouts for the PBRSUs granted in 2025. These PBRSUs will cliff-vest in February 2028 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 ROTCE and EPS goals over the performance period along with a -10% score on the rTSR modifier. The share amounts in the “Maximum” column represent the achievement of maximum ROTCE and EPS goals along with a +10% score on the rTSR modifier 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%. These amounts reflect TBRSUs granted in 2025. Of these TBRSUs, 33% vested on 2/18/2026, 33% will vest on 2/18/27 and the remaining 34% will vest on 2/18/28, subject to continued employment (subject to certain limited exceptions) by the applicable NEO on such dates.

  81. Fiscal Year 2025 Outstanding Equity Awards at Fiscal Year-End

    Fiscal Year 2025 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 2025 fiscal year-end. This table includes unvested RSUs with vesting conditions that were not yet satisfied as of December 31, 2025. Each equity award is shown separately for each NEO, with the corresponding vesting schedule for each award in the footnotes following this table.

  82. Fiscal Year 2025 Outstanding Equity Awards at Fiscal Year-End

    | | | Stock Awards | | | | | Name | Award Type | 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 | TBRSUs | 106,180(2) | 7,860,505 | | | | | PBRSUs | 106,442(3) | 7,879,901 | | | | | PBRSUs | | | 151,730(4)(5) | 11,232,572 | | | PBRSUs | | | 108,775(6)(7) | 8,052,613 | | Perry S. Beberman | TBRSUs | 30,420(8) | 2,251,993 | | | | | PBRSUs | 30,853(9) | 2,284,048 | | | | | PBRSUs | | | 43,749(4)(5) | 3,238,738 | | | PBRSUs | | | 27,972(6)(7) | 2,070,767 | | Allegra S. Driscoll | TBRSUs | 16,054(10) | 1,188,478 | | | | | PBRSUs | | | 27,818(4)(5) | 2,059,367 | | | PBRSUs | | | 18,648(6)(7) | 1,380,511 | | Valerie E. Greer | TBRSUs | 29,164(11) | 2,159,011 | | | | | PBRSUs | 30,853(12) | 2,284,048 | | | | | PBRSUs | | | 43,749(4)(5) | 3,238,738 | | | PBRSUs | | | 27,972(6)(7) | 2,070,767 | | Joseph L. Motes III | TBRSUs | 22,804(13) | 1,688,180 | | | | | PBRSUs | 23,719(14) | 1,755,918 | | | | | PBRSUs | | | 33,635(4)(5) | 2,489,999 | | | PBRSUs | | | 22,221(6)(7) | 1,645,021 |

  83. Fiscal Year 2025 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, 2025, which was $74.03, and assumes the satisfaction of the applicable vesting conditions. (2) Of these TBRSUs, 40,463 units vested on 2/15/26, 14,393 units vested on 2/18/26, 22,085 units are scheduled to vest on 2/15/27, 14,394 units are scheduled to vest on 2/18/27 and 14,845 units are scheduled to vest on 2/18/28. PBRSUs subject to additional time-based restrictions. On 2/15/26, based on the Company’s performance over the 2023-2025 performance period, 106,442 units vested. 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 2024 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. (5) Three-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. (6) 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 2025 since performance as measured through the first year 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. (7) Three-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 2/18/28. (8) Of these TBRSUs, 12,154 units vested on 2/15/26, 3,846 units vested on 2/18/26, 6,611 units are scheduled to vest on 2/15/27, 3,846 units are scheduled to vest on 2/18/27 and 3,963 units are scheduled to vest on 2/18/28. (9) PBRSUs subject to additional time-based restrictions. On 2/15/26, based on the Company’s performance over the 2023-2025 performance period, 30,853 units vested. (10) Of these TBRSUs, 4,080 units vested on 2/15/26, 2,564 units vested on 2/18/26, 4,204 units are scheduled to vest on 2/15/27, 2,564 units are scheduled to vest on 2/18/27 and 2,642 units are scheduled to vest on 2/18/28. (11) Of these TBRSUs, 11,648 units vested on 2/15/26, 3,686 units vested on 2/18/26, 6,342 units are scheduled to vest on 2/15/27, 3,686 units are scheduled to vest on 2/18/27 and 3,802 units are scheduled to vest on 2/18/28. (12) PBRSUs subject to additional time-based restrictions. On 2/15/26, based on the Company’s performance over the 2023-2025 performance period, 30,853 units vested. (13) Of these TBRSUs, 9,001 units vested on 2/15/26, 2,940 units vested on 2/18/26, 4,890 units are scheduled to vest on 2/15/27, 2,940 units are scheduled to vest on 2/18/27 and 3,033 units are scheduled to vest on 2/18/28. PBRSUs subject to additional time-based restrictions. On 2/15/26, based on the Company’s performance over the 2023-2025 performance period, 23,719 units vested.

  84. Fiscal Year 2025 Option Exercises and Stock Vested

    Fiscal Year 2025 Option Exercises and Stock Vested The following table provides information on RSUs that vested during 2025. We do not have any outstanding stock options.

  85. Fiscal Year 2025 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Ralph J. Andretta | 102,877(1) | 6,436,078 | | Perry S. Beberman | 30,899(2) | 1,918,828 | | Allegra S. Driscoll | 4,080(3) | 253,368 | | Valerie E. Greer | 27,566(4) | 1,726,318 | | Joseph L. Motes III | 23,543(5) | 1,466,006 |

  86. Fiscal Year 2025 Option Exercises and Stock Vested

    (1) Of the 102,877 shares acquired by Mr. Andretta on vesting, 48,905 shares were withheld to pay withholding taxes. (2) Of the 30,899 shares acquired by Mr. Beberman on vesting, 17,245 shares were withheld to pay withholding taxes. (3) Of the 4,080 shares acquired by Ms. Driscoll on vesting, 2,787 shares were withheld to pay withholding taxes. (4) Of the 27,566 shares acquired by Ms. Greer on vesting, 16,186 shares were withheld to pay withholding taxes. (5) Of the 23,543 shares acquired by Mr. Motes on vesting, 12,282 shares were withheld to pay withholding taxes. 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.

  87. 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, 2025. 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, 2025, which was $74.03. A change in control, however, did not occur on December 31, 2025, 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 $28,261,620, $7,989,391, $3,424,184, $7,896,410 and $6,132,202, to Mr. Andretta, Mr. Beberman, Ms. Driscoll, Ms. Greer, and Mr. Motes, respectively, assuming target payouts of 100% and that such event occurred on December 31, 2025. 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, 2025 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.

  88. 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 compensation 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.

  89. 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) | 280,500 | 147,245 | — | — | 48,147 | 2,917 | 478,809 | | John J. Fawcett(3) | 130,500 | 147,245 | | | — | 2,917 | 280,662 | | John C. Gerspach, Jr.(4) | — | 303,146 | — | — | — | — | 303,146 | | Praniti Lakhwara(5) | 107,500 | 147,245 | | | | 2369 | 257,114 | | Rajesh Natarajan(6) | 117,500 | 147,245 | — | — | — | 2,917 | 267,662 | | Joyce St Clair(7) | 117,500 | 147,245 | | | | 2917 | 267,662 | | Timothy J. Theriault(8) | 292,250 | 147,245 | — | — | — | — | 439,495 | | Laurie A. Tucker(9) | 137,500 | 147,245 | — | — | — | — | 284,745 | | Sharen J. Turney(10) | 137,500 | 147,245 | — | — | 14,028 | 2,917 | 301,690 |

  90. 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. In our 2025 proxy statement, we identified the median employee for the 2024 fiscal year 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, because we believe that using the fiscal year-end measurement date is common practice among companies. We believed (and still 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. 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. Because we did not experience any material changes to our employee population, or changes in employee compensation arrangements, during 2025, we believe it is reasonable to use the median employee identified and reported in our 2025 proxy statement for purposes of calculating the pay ratio disclosure with respect to fiscal year 2025, and that using this median employee will not significantly affect our pay ratio disclosure. 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 2025 for our CEO was $11,921,231 and for our median employee was $92,604. The resulting ratio of the compensation for our CEO to the compensation for our median employee in 2025 was approximately 129:1.

  91. 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 non-CEO NEOs (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.

  92. 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 2025, 2024, 2023, 2022 and 2021. 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.

  93. Pay Versus Performance Table

    | | Summary | Compensation | Average Summary Comp Table | Average Compensation | Value of Initial Fixed $100 Investment Based On: | | | Company Selected | | Year(1) | Compensation Table Total for CEO ($) | Actually Paid to CEO(2) ($) | Total for Other NEOs ($) | Actually Paid to Other NEOs(2) ($) | Company Cumulative TSR ($) | Peer Group Cumulative TSR(3) ($) | Net Income ($MM) | Performance Measure: PPNR ($MM)(4) | | 2025 | 11,921,231 | 19,241,802 | 4,047,873 | 5,680,179 | 136.65 | 200.32 | 518 | 1,857 | | 2024 | 10,638,047 | 21,609,372 | 3,824,858 | 6,211,218 | 111.05 | 175.20 | 277 | 1,778 | | 2023 | 7,697,586 | 7,660,934 | 2,845,461 | 2,797,744 | 58.79 | 135.00 | 718 | 2,197 | | 2022 | 8,694,682 | 3,608,463 | 3,160,862 | 1,828,189 | 65.46 | 120.90 | 223 | 1,894 | | 2021 | 11,179,238 | 11,252,145 | 3,531,923 | 2,936,373 | 113.68 | 134.55 | 801 | 1,588 |

  94. Pay Versus Performance Table

    (1) Our Chief Executive Officer, Ralph Andretta, served as our Principal Executive Officer for each of 2025, 2024, 2023, 2022 and 2021. Our Other NEOs were as follows: - For 2025, Perry Beberman, Allegra Driscoll, Valerie Greer, and Joseph Motes; - 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; and - For 2021, Perry Beberman, Valerie Greer, Timothy King, Tammy McConnaughey and Joseph Motes. (2) Reconciliations of the Summary Compensation Table data to CAP data are included immediately below this 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, 2025. Each amount assumes that $100 was invested on December 31, 2020, and dividends were reinvested for additional shares. 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. To calculate the amounts in the “Compensation Actually Paid to CEO” column in the Pay Versus Performance 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:

  95. Pay Versus Performance Table

    | | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Total Compensation for CEO as reported in SCT for the covered year | 11,921,231 | 10,638,047 | 7,697,586 | 8,694,682 | 11,179,238 | | 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 | (7,019,369) | (6,333,851) | (4,039,912) | (4,840,698) | (7,900,354) | | Add pension value attributable to covered 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 | 9,145,365 | 10,293,983 | 4,713,222 | 2,769,499 | 7,513,091 | | Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | 126,132 | 0 | 0 | 0 | 0 | | Add dividends paid on unvested shares/share units and stock options | 196,301 | 216,658 | 79,218 | 55,929 | 16,232 | | Add 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 | 4,612,901 | 6,128,784 | (939,971) | (3,294,818) | 74,733 | | Add 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 | 259,241 | 665,751 | 150,791 | 223,870 | 369,204 | | Subtract 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 | 19,241,802 | 21,609,372 | 7,660,934 | 3,608,463 | 11,252,145 |

  96. Pay Versus Performance Table

    To calculate the amounts in the “Average Compensation Actually Paid to Other NEOs” column in the Pay Versus Performance Table above, the following amounts were deducted from and added to (as applicable) the average of the “Total Compensation" of our Other NEOs for each applicable year, as reported in the SCT for that year:

  97. Pay Versus Performance Table

    | | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Total Compensation for Other NEOs as reported in SCT for the covered year | 4,047,873 | 3,824,858 | 2,845,461 | 3,160,862 | 3,531,923 | | Deduct pension values reported in SCT for the covered year | 0 | 0 | (10,734) | (14,097) | (15,740) | | Deduct grant date fair value of equity awards reported in SCT for the covered year | (1,561,852) | (1,554,468) | (1,020,964) | (1,279,679) | (1,949,282) | | Add pension value attributable to covered 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 | 2,047,447 | 2,517,870 | 1,187,162 | 732,140 | 1,416,639 | | Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | 15,421 | 8,503 | 4,070 | 0 | 0 | | Add dividends paid on unvested shares/share units and stock options | 41,069 | 37,037 | 17,308 | 9,498 | 5,096 | | Add 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 | 1,039,746 | 1,241,243 | (242,674) | (736,167) | (15,854) | | Add 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 | 50,475 | 136,176 | 18,116 | (44,367) | 46,547 | | Subtract 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 | | Compensation Actually Paid to Other NEOs | 5,680,179 | 6,211,218 | 2,797,744 | 1,828,189 | 2,936,373 |