DEF 14A of OneMain Holdings, Inc., Apr 29, 2025

DEF 14A of OneMain Holdings, Inc.

Filed Apr 29, 2025 · FY20240001584207-25-000022

Open on EDGAR

  1. the Securities Exchange Act of 1934 (Amendment No. )

    | Executive Compensation Tables | 50 | | CEO Pay Ratio | 58 | | Pay Versus Performance | 59 | | Audit Committee Matters | 62 | | Proposal 2. Ratification of Appointment of Independent Auditors | 62 | | Audit Committee Policies and Procedures | 62 | | Independent Registered Public Accounting Firm Fees and Services | 63 | | Audit Committee Report | 64 | | Proposal 3. The Declassified Board Proposal | 65 | | Proposal 4. The Officer Exculpation Proposal | 67 | | Information about Stock Ownership | 69 | | Persons Owning More than 5% of OneMain Stock | 69 | | OneMain Stock Beneficially Owned by Officers and Directors | 70 | | Equity Compensation Plan Information | 71 | | Additional Information | 72 | | Questions and Answers on the Annual Meeting and Voting | 72 | | Appendix A – Non-GAAP Financial Measures and Key Performance Indicators | A-1 | | Appendix B – Proposed Charter and Proposed Bylaw Amendments | B-1 |

  2. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors The terms of the Class III directors will expire at the Annual Meeting. The Board has nominated Andrew D. Macdonald and Richard A. Smith, who are incumbent Class III directors, as well as Christopher A. Halmy, each to serve for a three-year term expiring at the 2028 Annual Meeting of Stockholders and until such director’s successor has been elected and qualified, or until such director’s earlier death, resignation or removal. Valerie Soranno Keating, an incumbent Class III director, is not standing for reelection and will depart from the Board following the Annual Meeting. Pursuant to an amendment to our Bylaws that our stockholders approved at the 2023 Annual Meeting of Stockholders, the three Class III director nominees will be elected if they receive a majority of votes cast. The Board considered the factors discussed below under “Corporate Governance — The Board of Directors — Selection of Director Nominees” as part of its decision to nominate the Class III director nominees and concluded that each possesses the talents, backgrounds, perspectives, attributes, skills, integrity, character, and business judgment that will enable them to continue to provide valuable insights to Company management and play an important role in helping the Company achieve its goals and objectives. Subject to stockholder approval of Proposal 3, the classified Board structure would be phased out over a three-year period and, beginning at the Company’s 2028 Annual Meeting, each director will be elected to serve a one-year term.

  3. Proposal 1 – Election of Directors

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

  4. Continuing Directors and Nominees

    Continuing Directors and Nominees

  5. Continuing Directors and Nominees

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

  6. Continuing Directors and Nominees

    | | Name and Principal Occupation | Director Since | Committee Memberships | | | Toos N. Daruvala Senior Partner Emeritus of McKinsey & Company | 2022 | Risk (Chair) Compliance NCG | | | Christopher A. Halmy Retired Chief Financial Officer of Ally Financial, Inc. | — | — | | | Andrew D. Macdonald Chief Executive Officer of Consilio LLC | 2025 | Compensation | | | Richard A. Smith Retired Chairman, Chief Executive Officer and President of Realogy Holdings Corp. | 2018 | NCG (Chair) Audit Compensation |

  7. Continuing Directors and Nominees

    Board Qualifications and Skills Our director nominees and continuing directors have significant business experience in key areas of our operations that allow them to effectively fulfill their oversight responsibilities with respect to our management and overall business strategy. We prioritize the regular review of our overall Board composition to ensure our directors, both individually and collectively, represent the skills, experiences, and backgrounds that are integral to an effective and well-functioning Board that is relevant to OneMain’s current profile and strategic needs. Our director nominees and continuing directors possess a broad range of qualifications, skills, and viewpoints that are important to their oversight responsibilities, including financial industry, risk management, accounting and financial reporting, corporate governance, and information security. Our director nominees and continuing directors also have personal traits such as integrity, character, and sound business judgment that are essential to effective corporate governance. Listed below are certain skills and experience that we have identified as important to the Board as a whole in light of our current business and structure. In addition, the biographical information provided below with respect to each of the director nominees and continuing directors include a discussion of each person’s relevant experience, qualifications, and skills in these key areas, among others. Accounting and Auditing. Experience overseeing the preparation of financial statements and the design and implementation of internal controls over financial reporting or the auditing of public company financial statements facilitates oversight of public company reporting. Consumer Finance. Experience with retail banking, consumer lending and finance, consumer loans, or credit cards provides knowledge of the risks and opportunities that can impact our business and a detailed understanding of consumers. Corporate Governance and Responsibility. Experience with corporate governance matters, including board and management accountability, assessing or overseeing risk management, and an understanding of Impact-related practices that align with the interests of investors and other stakeholders, ensures proper oversight and protection of stakeholders’ interests. Finance and Capital Markets. Experience with capital and credit markets, financing, and funding operations assists our directors in understanding, advising on, and overseeing our capital structure, financing, capital allocation, and investing activities. Government, Legal and Regulatory. Public policy and public service experience in government agencies, non-governmental organizations, or non-profit associations provides insights that help the Company work constructively with federal, state, and local lawmakers and policymakers, and experience with understanding legal and regulatory environments and frameworks assists the Board in fulfilling its compliance oversight responsibilities. Human Capital Management. Experience with managing and developing a workforce, managing compensation, implementing succession planning, and talent management and managing other human capital initiatives helps to align our organization’s culture. Public Company Board Experience. Experience as a director on other public company boards of directors provides valuable perspective and oversight experience. Risk Management. Experience assessing risk management at a large organization, including risks arising from regulation, cybersecurity and data privacy concerns, provides valuable knowledge and guidance to the Board and enhances its ability to conduct effective oversight of significant risks facing the Company. Senior Executive Leadership. Experience in a leadership role, including CEO, Chief Financial Officer (“CFO”), or as another executive-level manager, provides experience and perspective to advise and oversee the performance of our management team. Technology and Innovation. Experience with digital, technological, and financial technology trends and changes, disruptive innovation, and technological investment provides valuable knowledge and guidance to the Board. Skills Matrix The following matrix identifies the primary skills that the NCG Committee and the Board considered in connection with our director nominees. This high-level summary is not intended to be an exhaustive list of each director nominee’s contributions to the Board.

  8. Continuing Directors and Nominees

    | | Shulman | Guthrie | Bronner | Caldwell | Daruvala | Halmy | Macdonald | Smith | | Accounting and Auditing | X | X | X | | | X | X | X | | Consumer Finance | X | X | X | X | X | X | | X | | Corporate Governance and Responsibility | X | X | | X | X | X | X | X | | Finance and Capital Markets | X | X | X | X | X | X | X | X | | Government, Legal and Regulatory | X | | | X | | | X | X | | Human Capital Management | X | | | X | X | | X | X | | Public Company Board Experience | | X | | X | X | X | | X | | Risk Management | X | X | | X | X | X | X | X | | Senior Executive Leadership | X | X | X | X | X | X | X | X | | Technology and Innovation | X | | X | | X | | X | X |

  9. Continuing Directors and Nominees

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

  10. Continuing Directors and Nominees

    | Class III Director Nominees – Terms expire in 2025 | | | Christopher A. Halmy, age 56 Committees To be determined | | | | Mr. Halmy is the former Chief Financial Officer of Ally Financial, Inc (“Ally”) where he led the company through its initial public offering in 2014 and was responsible for all aspects of the company’s financial, treasury and investment activities. Mr. Halmy retired from Ally in 2018 and became a senior advisor at McKinsey & Co., predominately focusing on auto finance and banking until he stepped down in December 2024. Prior to joining Ally in 2009, Mr. Halmy was the Global Funding Executive for Bank of America where he was responsible for funding and liquidity activities. Previously, Mr. Halmy held treasury, finance, and accounting positions at MBNA America, N.A., Merrill Lynch & Co., JP Morgan & Co., and Deloitte & Touche. Mr. Halmy is a certified public accountant and holds a bachelor’s degree in accounting and a master’s degree in business administration from Villanova University. Mr. Halmy currently serves on the board of directors of Western Alliance Bancorporation and Burford Capital Limited. Key Qualifications and Expertise Supporting Election to Board •Leadership and experience as Chief Financial Officer of a large auto finance and digital banking company •Responsibility for oversight of a public financial services company’s finance, treasury, and capital market activities •Extensive knowledge of the consumer finance industry Other Current Public Company Directorships •Western Alliance Bancorporation •Burford Capital Limited |

  11. Continuing Directors and Nominees

    | Andrew D. Macdonald, age 61 Committees Compensation | Mr. Macdonald has served as the Chief Executive Officer of Consilio LLC, a global provider of legal technology solutions and enterprise legal services, since 2012. Prior to Consilio, Mr. Macdonald was a founding member of the management team of First Advantage Corporation, a global provider of employment background screening, identity, and verification solutions, where he served from 2003 through 2011, including as President and Chief Executive Officer. From 2002 until 2003, he was President of Occupational Health Services at First American Financial Corporation (“First American”), a title insurance protection and settlement services provider. Mr. Macdonald joined First American in 2002 through the acquisition of Employee Health Programs, where he served as President and Chief Executive Officer from 1990 until 2002. Mr. Macdonald holds a Bachelor of Business Administration from the Goizueta Business School at Emory University. Key Qualifications and Expertise Supporting Continued Service •Experience leading multiple businesses at the forefront of emerging technologies and data science •Extensive knowledge of the applicability of artificial intelligence and machine learning to process, aggregate, and manage data •Leadership of multiple companies on growth | | Richard A. Smith, age 71 Director Since 2018 Committees NCG (Chair) Audit Compensation | | | | Mr. Smith is the retired Chairman, Chief Executive Officer, and President of Realogy Holdings Corp. (“Realogy”), which at the time of his retirement was a global leader in residential real estate franchising with company-owned real estate brokerage operations, as well as relocation, title, and settlement services. Prior to his retirement in December 2017, Mr. Smith led Realogy’s business operations for 21 years. Under Mr. Smith’s leadership, Realogy was recognized as one of the World’s Most Ethical Companies by Ethisphere Institute for seven consecutive years. Mr. Smith is a former member of the Business Roundtable, an association of chief executive officers of leading U.S. companies, a former commissioner on the Bipartisan Policy Center’s Housing Commission, and previously served on the Executive Committee of the Policy Advisory Board for Harvard University’s Joint Center for Housing Studies. Mr. Smith served as a director and member of the Audit, Nominating, and Compensation Committees of TZP Strategies Acquisition Corp., a special purpose acquisition company, from January 2021 until January 2023. In addition, Mr. Smith was a member of the board of directors of Total Systems Services, Inc., a NYSE-listed company headquartered in Columbus, Georgia, prior to its 2019 merger with Global Payments Network, a NYSE-listed company headquartered in Atlanta, Georgia. Key Qualifications and Expertise Supporting Continued Service •Executive leadership experience and success through roles at Realogy •Deep knowledge and experience navigating the residential real estate and brokerage industries •Experience on boards of public companies within financial services, including Total Systems Services (later merged into global financial technology company, Global Payments) |

  12. Continuing Directors and Nominees

    | Class I Directors — Terms expire in 2026 | | | Phyllis R. Caldwell, age 65 Director Since 2021 Committees Compliance NCG | Ms. Caldwell is an independent advisor and former banker. From 2012 to 2024, she provided advisory services on various financial, housing, and economic development matters through Wroxton Civic Ventures, LLC, of which she is the owner and sole member. She currently serves on the board of JBG Smith Properties, a position she has held since March 2021. In addition, she was elected to the board of Oaktree Specialty Lending Corporation, a business development company, effective December 31, 2021. Ms. Caldwell served as a member of the board of directors of Ocwen Financial Corp., a non-bank mortgage servicer and originator, from January 2015 until May 2024, and served as Chair from March 2016 until January 2023. She served on the board of Revolution Acceleration Acquisition Corp, a special purpose acquisition corporation, from December 2020 to July 2021. From October 2018 to October 2021, Ms. Caldwell was a member of the board of MicroVest Holdings, Inc., a privately held registered investment adviser. From January 2014 to September 2018, Ms. Caldwell served as a director of American Capital Senior Floating, Ltd., a business development company. Previously, Ms. Caldwell was Chief Homeownership Preservation Officer at the U.S. Department of the Treasury, responsible for oversight of the U.S. housing market stabilization, economic recovery, and foreclosure prevention initiatives, from November 2009 to December 2011. In addition, Ms. Caldwell held various leadership roles in commercial real estate finance during her eleven years at Bank of America until her retirement from Bank of America in 2007, serving most recently as President of Community Development Banking. Key Qualifications and Expertise Supporting Continued Service •Extensive experience in the housing and financial services industries, both in the private sector and as a senior government official with oversight of U.S. housing market stabilization, economic recovery and foreclosure prevention initiatives •Extensive public board experience across financial services companies including within mortgage lending •Demonstrated commitment to working to promote inclusion and opportunity through government service and service on the boards of several non-profit organizations within housing and community development finance Other Current Public Company Directorships •JBG Smith Properties •Oaktree Specialty Lending Corporation |

  13. Continuing Directors and Nominees

    | Roy A. Guthrie, age 72 Director Since 2012 Committees Audit (Chair) Compensation (Chair) Executive Risk | | | | Mr. Guthrie has served as our Lead Independent Director since 2014. He previously served as Executive Vice President and Chief Financial Officer of Discover Financial Services (“Discover”), a direct banking and payment services company, from 2005 through April 2011. He retired from Discover in January 2012. Prior to joining Discover, Mr. Guthrie was President and Chief Executive Officer of CitiFinancial International, LTD, a consumer finance business of Citigroup Inc. (“Citigroup”), from 2000 to 2004. In addition, Mr. Guthrie served on Citigroup’s management committee during this period of time. Mr. Guthrie also served as the President and Chief Executive Officer of CitiCapital from 2000 to 2001. Mr. Guthrie served as Chief Financial Officer of Associates First Capital Corporation, a consumer finance lender, from 1996 to 2000, while it was a public company, and served as a member of its board of directors from 1998 to 2000. Prior to that, Mr. Guthrie served in various positions at Associates First Capital Corporation, including Corporate Controller from 1989 to 1996. In addition, Mr. Guthrie has served as the Lead Independent Director and Chairman of the Audit and Risk Committee of Mr. Cooper Group Inc., a residential mortgage loan originator and servicer, and its predecessor, Nationstar Mortgage Holdings, Inc., since February 2012. He has served as a director and Chairman of the Risk Committee of Synchrony Financial, a private label credit card issuer, since July 2014. He previously served as Chief Executive Officer of Renovate America, Inc. from October 2017 through December 2020. Key Qualifications and Expertise Supporting Continued Service •Leadership experience as a chief financial officer of two publicly traded companies •Vast experience with and knowledge of the consumer finance industry, with experience and background in finance and accounting •Extensive experience as an executive officer and public company director across financial services companies, taking on leadership roles particularly within Audit and Risk Other Current Public Company Directorships •Mr. Cooper Group Inc. •Synchrony Financial |

  14. Continuing Directors and Nominees

    | Class II Directors — Terms expire in 2027 | | | Philip L. Bronner, age 54 Director Since 2021 Committees Audit | | | | Mr. Bronner is the co-founder of Ardent Venture Partners and is an investor in Method Financial and Collective. Before co-founding Ardent Venture Partners, Mr. Bronner was a founder and managing member of Summer League Ventures. Prior to Summer League Ventures, Mr. Bronner was a General Partner with Novak Biddle Venture Partners. Over the course of his career, Mr. Bronner has led 16, and was actively involved in 20, investments, totaling over $100 million. Mr. Bronner was the founder of Quad Learning, a venture-backed startup acquired by Wellspring Higher Education in 2018, served as a management consultant at McKinsey from 1997 to 1999, and worked as a software engineer at IBM from 1992 to 1997. Key Qualifications and Expertise Supporting Nomination •First-hand perspective as an active investor focusing on financial technology companies and cloud software-based businesses •Extensive experience working with and advising boards and management teams of growth-oriented financial technology companies •Demonstrated commitment to working to promote education, inclusion and opportunity | | Toos N. Daruvala, age 69 Director Since 2022 Committees Risk (Chair) Compliance NCG | | | | Mr. Daruvala joined McKinsey in 1983, was elected Senior Partner in 1995, and retired from the firm in 2015. At McKinsey, Mr. Daruvala led the Americas Risk Management Practice, the Americas Banking and Securities Practice, and the build-out of McKinsey’s global Risk Advanced Analytics capability. Over the course of his career, he worked with financial services institutions on a broad range of strategic and operational matters. From 2016 to 2021, he was co-Chief Executive Officer of MIO Partners (“MIO”), an investment company wholly-owned by McKinsey. Mr. Daruvala is now a senior partner emeritus of McKinsey since 2015, a director at the Royal Bank of Canada since 2015, a director at MIO prior to 2016 and again since 2021, and an adjunct professor at Columbia Business School. Mr. Daruvala currently serves on the board of the Royal Bank of Canada and previously served as the Chairman of the Risk Committee. He served on the board of CardConnect Corp., a provider of payment processing and technology services, from mid-2016 to July 2017 (when it was acquired by First Data Corporation). He is an adjunct professor and Executive-in-Residence at Columbia Business School. Key Qualifications and Expertise Supporting Nomination •Extensive and direct experience advising top financial services companies on a broad range of strategic and operational matters, including while leading the Americas Risk Management Practice and the Americas Banking and Securities Practice at McKinsey •In-depth knowledge of financial services, risk, data and analytics built through decades of leadership in the industry •Public board and risk management experience Other Current Public Company Directorship •Royal Bank of Canada |

  15. Continuing Directors and Nominees

    | Douglas H. Shulman, age 57 Director Since 2018 Committees Executive | | | | Mr. Shulman joined the Company as President and CEO in September 2018 and has served as Chairman of the Board since December 2020. He has significant experience managing large, complex organizations at the intersection of financial services, data, and technology. He came to the Company from BNY Mellon, a global investments company, where he served as Senior Executive Vice President, Global Head of Client Service Delivery from 2014 to 2018 and was a member of the Executive Committee. Prior to BNY Mellon, he was a Senior Advisor at McKinsey from 2013 to 2014. From 2008 to 2012, Mr. Shulman served as the Commissioner of the Internal Revenue Service, where he directed a transformation of the agency’s technology, drove customer service metrics to historic levels, and led important breakthroughs in addressing international tax evasion. Previously, Mr. Shulman was Vice Chairman and, before that, President of Markets, Services and Information at FINRA and its predecessor company, the National Association of Securities Dealers, Inc., when it owned the Nasdaq Stock Market and the American Stock Exchange. Earlier in his career, Mr. Shulman was an entrepreneur, a vice president at a private investment firm, and part of the founding team that launched Teach for America, a national non-profit that places teachers in low-income communities. Mr. Shulman has served as a director and member of the Management Planning and Development Committee of CVS Health Corporation, a leading health solutions company, since November 2024. He also currently serves on the Board of Trustees for the Carnegie Foundation for the Advancement of Teaching, since January 2023. He graduated from Georgetown University Law Center with a J.D., magna cum laude. He also holds an M.P.A. from the John F. Kennedy School of Government at Harvard University and a B.A. from Williams College. Key Qualifications and Expertise Supporting Nomination •Successful leadership of OneMain Financial as Chairman and Chief Executive Officer •Extensive leadership experience in the financial services industry and government •Leadership in directing transformations and managing large, complex organizations at the intersection of financial services, data and technology •Demonstrated commitment to Impact, including as part of the founding team that launched Teach for America; currently serves on the Board of Trustees for the Carnegie Foundation for the Advancement of Teaching Other Current Public Company Directorship •CVS Health Corporation |

  16. Director Independence

    Director Independence The Board has affirmatively determined that Philip L. Bronner, Phyllis R. Caldwell, Toos N. Daruvala, Roy A. Guthrie, Andrew D. Macdonald, and Richard A. Smith qualify as independent under Section 303A.02 of the New York Stock Exchange (“NYSE”) corporate governance listing standards. The Board also has affirmatively determined that, if elected by the stockholders at the Annual Meeting, Christopher A. Halmy will qualify as independent under Section 303A.02 of the NYSE corporate governance listing standards. In making its independence determinations, the Board considers the specific tests for independence included in NYSE listing standards. The Board considers whether directors or director nominees, as applicable, have a material relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of directors. When assessing materiality, the Board considers all relevant facts and circumstances, including transactions between the Company and the director or director nominee, as applicable, family members of directors or director nominees, as applicable, and organizations with which the director or director nominee, as applicable, is affiliated. The Board further considers the frequency of and dollar amounts associated with these transactions and whether the transactions were in the ordinary course of business and were consummated on terms and conditions similar to those with unrelated parties. In affirmatively determining the independence of any director or director nominee, as applicable, who will serve on the Compensation Committee, the Board also specifically considers factors relevant to determining whether a director or director nominee, as applicable, has a relationship to the Company that is material to that director’s or director nominee’s, as applicable, ability to be independent from management in making judgments about the Company’s executive compensation, including sources of the director’s compensation and relationships of the director or director nominee, as applicable, to the Company or senior management.

  17. Selection of Director Nominees

    Selection of Director Nominees The NCG Committee conducts the initial screening and evaluates individual directors at least annually, and the full Board retains responsibility for nominating members for election to the Board. We regularly assess the composition of our Board and consider the results as part of our assessment process and nomination process. As provided in our Corporate Governance Guidelines, director nominees, including those directors eligible to stand for reelection, are selected based on, among other things, the following factors:

  18. Selection of Director Nominees

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

  19. Selection of Director Nominees

    The NCG Committee recommends the nomination of directors who represent different qualities and attributes and a mix of professional and personal backgrounds and experiences that will enhance the quality of the Board’s deliberations and oversight of our business and strategy. When evaluating director candidates, the NCG Committee may consider a candidate’s specific experiences and skills, expertise, diversity (including diversity of thought, educational and professional background), personal and professional integrity, character, business judgment, competing time commitments, dedication, conflicts of interest and such other relevant factors that the NCG Committee considers appropriate in the context of the needs of the Board. We are committed to regular Board refreshment. Following the Annual Meeting, five directors will have departed since the 2021 Annual Meeting of Stockholders and, assuming Mr. Halmy is elected by stockholders, five new independent directors will have joined the Board during this period. We provide new directors with a director orientation program to familiarize such directors with, among other things, our business, strategic plans, significant financial, accounting and risk management issues, compliance programs, conflicts policies, Code of Business Conduct and Ethics, Corporate Governance Guidelines, executive officers, internal auditors, and independent auditors. In conducting the screening and evaluation of potential director nominees, the NCG Committee considers candidates recommended by directors and the Company’s management, as well as recommendations from Company stockholders. Our Bylaws include procedures for stockholders to nominate candidates to serve on the Board for election at any Annual Meeting or at any special meeting called for the purpose of electing directors. As a result, the NCG Committee has not implemented a separate policy with regard to such procedures since stockholders may submit recommendations for director candidates by following the procedures set forth in the Bylaws. It is the general policy of the Company, as set forth in the Company’s Corporate Governance Guidelines, that no director having attained the age of 75 years will stand for reelection. In connection with each director nomination recommendation, the NCG Committee also considers the tenure of the director nominee.

  20. Director Compensation

    Director Compensation Non-Employee Director Compensation We pay compensation to certain of our non-employee directors for their service as members of the Board and its committees. In 2024, our directors received compensation as set forth in the chart below.

  21. Director Compensation

    | Director Compensation Program | ($) | | Annual Cash Retainer | 85,000 | | RSU Grant | 155,000 | | Lead Independent Director Retainer | 100,000 | | Chair Retainer for Audit Committee Chair | 30,000 | | Chair Retainer for Compensation Committee, Compliance Committee, and Risk Committee Chairs | 25,000 | | Chair Retainer for NCG Committee Chair | 20,000 | | Retainer for Audit Committee Member | 15,000 | | Retainer for Compensation Committee, Compliance Committee, NCG Committee, and Risk Committee Member | 10,000 |

  22. Director Compensation

    Fees to non-employee directors may be paid in cash or, in lieu of cash, by issuances of Company common stock. We make annual grants of RSUs during the first quarter of each calendar year that vest on the first business day of the year following the grant date, subject to the director’s continued service through the vesting date. RSUs are credited with dividend equivalents equal to the per share cash dividends paid on our common stock, multiplied by the total number of RSUs subject to the award that are outstanding on the record date for such dividend. The crediting of dividend equivalents is meant to treat the RSU award holders consistently with stockholders. Cash retainers for annual Board, Lead Independent Director, committee chair, and committee member service are paid in quarterly installments. Stock grants are reviewed and approved annually. In general, non-employee directors’ cash and equity-based awards under the OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan (“Omnibus Incentive Plan”) are capped at $500,000 during any calendar year. The Board is also authorized, at its discretion, to provide certain non-employee directors with a retainer or other fee, grant, or payment for service on a special purpose committee or for any other special service. The Compensation Committee believes that these restrictions represent meaningful limits on the compensation payable to our non-employee directors. All members of the Board are also reimbursed for reasonable costs and expenses incurred in attending Board or committee meetings or other Company business. The Compensation Committee periodically undertakes a review of non-employee director compensation. The most recent review was completed in early 2024. As a result of this review, effective January 2024, the Board approved increases in the annual cash retainer to $85,000 and the annual RSU grant to $155,000 for non-employee directors, to more appropriately reflect the responsibilities and time commitment associated with Board service and better align with the median of peer practices. No other changes to our director compensation program were made at this time.

  23. Director Compensation Table for 2024

    Director Compensation Table for 2024 The total 2024 compensation of our non-employee directors is shown in the following table. We do not separately compensate our employee director, Mr. Shulman, for his Board or committee service. Aneek S. Mamik, who was a partner of Värde and served as a director until September 17, 2024, did not receive compensation from us in 2024 for his Board or committee service.

  24. Director Compensation Table for 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Philip L. Bronner | 100,000 | 160,675 | 15,579 | 276,254 | | Phyllis R. Caldwell | 105,000 | 160,675 | — | 265,675 | | Toos N. Daruvala | 108,138 | 160,675 | — | 268,813 | | Roy A. Guthrie | 250,000 | 160,675 | 5,375 | 416,050 | | Valerie Soranno Keating | 120,000 | 160,675 | 15,579 | 296,254 | | Aneek S. Mamik | — | — | — | — | | Richard A. Smith | 130,000 | 160,675 | 38,596 | 329,271 | | (1)The amounts reported in this column represent the grant date fair value of RSUs granted in 2024, calculated in accordance with FASB ASC Topic 718. These RSUs vested on January 2, 2025. (2)Represents dividend equivalent payments on RSU grants. | | | | |

  25. Director Compensation Table for 2024

    Director Stock Ownership Policy Our Director Stock Ownership Policy, which is administered by the Compensation Committee, aligns the interests of our non-employee directors with those of our stockholders by encouraging significant stock ownership in the Company by our non-employee directors. Pursuant to such policy, each non-employee director must at all times hold shares of Company common stock with a value equal to five times the cash retainer for such director’s annual Board service, excluding retainer fees for Board committee chair or committee member service. Non-employee directors have five years from the date they commence service on the Board to satisfy the requirements of such policy. As of the date of this proxy statement, Roy A. Guthrie and Richard A. Smith, the only non-employee directors who have been in service for at least five years, are in compliance with the Director Stock Ownership Policy.

  26. Director Compensation Table for 2024

    | | •Must hold shares with value equal to 5x the cash retainer for annual Board service •Value of holdings is determined by multiplying the shares held by the average closing price of the shares for the previous calendar year •Holdings include shares held directly (including unvested or deferred RSUs) and indirectly by the non-employee director |

  27. Director Compensation Table for 2024

    Director Deferral Election Program Each of our non-employee directors may elect to defer the delivery of all or a portion of their annual RSU grant for board service. Delivery of such RSUs may be delayed until the date of the director’s separation from board service, a specified date selected by the director, or the earlier to occur of the director’s separation from board service and a specified date selected by the director. RSUs that have been deferred may be delivered, at the election of the director, in a lump sum or in equal annual installments over a period of time not to exceed five years. Messrs. Daruvala, Guthrie, and Smith and Ms. Caldwell have made an election to participate in the Director Deferral Election Program for 2024 and 2025, and Mr. Macdonald has made an election to participate in the Director Deferral Election Program for 2025.

  28. Compensation Discussion and Analysis

    2024 Financial Highlights Faced with ongoing inflationary pressures and a complex macroeconomic environment, we ended 2024 with continued improvement in our credit trends. We continued to support our team members and our business, driving positive trends in both originations and credit as we continued our focus on driving profitable growth and maximizing stockholder value. Our management team focused on managing the core loan business through continued economic uncertainty and providing access to credit and support for our customers. In addition, our management team focused in 2024 on the following strategic priorities and investments: •managing production and credit through a challenging economic environment; •managing operating expenses and achieving agreed-upon cost savings in 2024; •continuing disciplined investments in, and development of, new products; •building upon our data analytics and leveraging new technologies to further enhance our industry-leading underwriting and to interact with customers more seamlessly; •being the employer of choice for our team members and focusing on our reputation and customer experience; and •advancing our best-in-class funding and investing strategy to operate effectively in both good and challenging times. Advancing these strategic priorities aligned with the focus areas of the qualitative component of our annual incentive compensation program, which included managing production and credit as discussed above, managing operating expenses with planned reductions in operation cost, continuing investing in new products and our omni-channel platform, investing in analytics, data, and cloud capabilities, continuing to be the employer of choice for our team members and focusing on our external reputation, and advancing funding and investor strategy. Following the end of the year, the Committee determined actual annual and long-term incentive awards for the NEOs based on an assessment of the achievement of the financial and qualitative performance goals set at the beginning of the fiscal year. Select Highlights for 2024 Include: •Grew our Consumer and Insurance segment (“C&I”) Managed Receivables (“Managed Receivables”)* by 11% to approximately $24.7 billion and had approximately $685 million of Capital Generation*, allowing us to continue to invest in our future while also returning significant capital to our stockholders •Continued our disciplined BrightWay credit card rollout and expansion of secured lending distribution channels, including the purchase and integration of Foursight Capital LLC (“Foursight”), and made further investments in digital, data science, and new products and channels •Grew our customer accounts by 15% to a total of 3.4 million customer accounts •Issued $3.9 billion in funding, including $2.4 billion from offerings of high-yield bonds and $1.1 billion in 7-year asset-backed securities •Returned $533 million in capital to our stockholders via dividend payments and repurchases of common stock •Reached over 440,000 students in 4,100 mostly low-to-moderate income high schools since inception with free, digital financial education through Credit Worthy by OneMain Financial, and will award up to $550,000 in scholarships •Issued our second-ever Social Bond, with the net proceeds committed to serving credit-disadvantaged communities across the country •Certified as one of America’s Most Loved Workplaces® by the Best Practice Institute for the third year in a row •Focused on supporting our customers, especially those most pressured by inflation, through our community-based branch network *See Appendix A for reconciliation of non-GAAP financial measures and descriptions of certain key performance indicators and a reconciliation of such measures to the most directly comparable measures calculated under GAAP. Our results support our long-term value creation strategy even in an uncertain economic environment. We will continue to prioritize investment in our business through underwriting high-quality loans and initiatives that drive capital generation. Our continued focus on strengthening our core business and our strategic priorities has resulted in outperformance relative to the NYSE Composite Index, the NYSE Financial Sector Index, and our 2024 Peer Group over the last three years.

  29. 2024 Target Total Direct Compensation

    2024 Target Total Direct Compensation Our NEO compensation program for 2024 is consistent with our pay-for-performance philosophy and reflects a target for total direct compensation, which the Committee established in early 2024, considering historical performance, market data, the economic environment, and individual specific factors. Target total direct compensation in 2024 was comprised of the following elements: Base salary, which provides a fixed component of compensation that reflects the executive’s position and responsibilities. Base salaries are reviewed annually by our Compensation Committee and are informed by competitive market levels and may be adjusted to recognize an executive’s tenure, knowledge, experience, and increasing responsibilities. Annual cash incentive is variable pay delivered in cash based on the achievement of annual, pre-defined financial performance objectives and key short- and long-term strategic goals. Long-term equity awards drive performance against critical goals that create sustainable long-term shareholder value, serve to align our NEOs’ interests with those of our stockholders and provide a strong retention incentive. Long-term equity awards for 2024 were comprised of equal target amounts of: •PSUs, which are earned subject to the achievement of pre-established performance goals and continued service for a three-year performance period; and •RSUs, which vest in three installments subject to continued service. We believe incentive compensation should constitute a significant majority of an executive officer’s compensation. The table and the charts below reflect the 2024 target total direct compensation mix for our CEO and other NEOs.

  30. Target Total Direct Compensation Mix(1)

    | Base Salary | Cash Incentive | RSUs | PSUs |

  31. Target Total Direct Compensation Mix(1)

    | 2024 Target Direct Compensation | | | | | | | | | Base Salary | Cash Incentive | RSU | PSU | Target Total Direct Compensation | | | Douglas H. Shulman | $1,000,000 | $2,500,000 | $2,750,000 | $2,750,000 | | $9,000,000 | | Jeannette E. Osterhout | $600,000 | $760,000 | $700,000 | $700,000 | | $2,760,000 | | Micah R. Conrad | $600,000 | $760,000 | $700,000 | $700,000 | | $2,760,000 |

  32. Target Total Direct Compensation Mix(1)

    | | Review of Pay Versus Performance: The Committee reviews the relationship between executive pay and Company performance. | | | Compensation Assessment: We use compensation data compiled from a group of publicly traded peer companies in the consumer finance, transaction and payment processing services, and commercial and residential mortgage finance industries to support our executive compensation process and decisions. | | | Significant Portion of Deferred Equity Compensation: Our executive officers receive a significant portion of their compensation in the form of deferred equity compensation, helping to align the compensation of our executives with our business strategy and performance. | | | Robust Stock Ownership Policies: We maintain stock ownership policies requiring our executive officers to hold shares of Company common stock with a value of at least five times base salary for our CEO and three times respective annual base salary for other executive officers. All of our executive officers have achieved these ownership levels. | | | Compensation Clawbacks: We maintain a compensation clawback policy to recover incentive-based compensation from our current or former executive officers for the three-year period prior to any accounting restatement that would have resulted in a lower payment because of the restated results, regardless of fault. | | | Avoid Inappropriate Risk-taking: Our incentive award opportunities incorporate multiple performance metrics over long-term and short-term periods and avoid over-emphasizing any one metric or goal, which serves to discourage excessive or inappropriate risk-taking. | | | No Hedging of Shares: Our insider trading policy prohibits all Section 16 reporting persons, including executive officers and directors, from engaging in hedging and monetization transactions of our securities. | | | No Margining Shares or Pledging of Shares: Our insider trading policy prohibits margining our shares or pledging our shares as collateral for a loan. | | | Restrictive Covenants: Our executive officers are subject to restrictive covenants upon separation from the Company, including non-competition, non-solicitation, and non-disclosure obligations. | | | Double-Trigger Change-in-Control Provision: Our Omnibus Incentive Plan has a “double-trigger” accelerated vesting feature, meaning that both a change of control and an involuntary termination of employment must occur for awards to vest. | | | Independent Compensation Consultant: The Committee retains an independent executive compensation consultant to provide independent advice, information, and analysis on executive compensation, incentive plan performance measures, and compensation program design and developments. | | | No Excise Tax Gross-Ups: We do not provide gross-up payments to offset any “golden parachute” excise taxes potentially incurred by our executives in connection with a change in control. | | | No Dividend Equivalent Payments on Unvested PSUs: We do not pay dividend equivalents on unvested PSUs. |

  33. Target Total Direct Compensation Mix(1)

    | | Element | Form | Purpose | Performance Metrics | | Fixed | Base Salary | Cash | •Competitive base pay to help attract and retain executive talent •Only fixed source of compensation •Informed by competitive market levels and may be adjusted to recognize an executive’s tenure, knowledge, experience, and increasing responsibilities | — | | Variable – Annual Incentive Compensation | Cash Incentive | Cash | •Designed to drive performance against annual financial and strategic goals •Value determined based on performance against pre-defined objectives •Informed by competitive market levels and may be adjusted to recognize an executive’s tenure, knowledge, experience, and increasing responsibilities •Actual bonus can range from 0% to 150% of target | Annual financial performance metrics (70%) •Capital Generation:* 50% •C&I Operating Expenses:* 10% •New Products/Channels: 10% Strategic factors (30%) •Manage production and credit through a challenging economic environment •Manage operating expenses, including certain planned reductions •Continue disciplined investment in new products •Invest in analytics, data, and cloud capabilities •Continue to be the employer of choice for our team members and focus on our external reputation •Advance funding and investor strategy |

  34. Target Total Direct Compensation Mix(1)

    | | Element | Form | Purpose | Performance Metrics | | Variable – Long-Term Equity Awards | PSUs | Stock | •To drive performance against strategic imperatives that create sustainable long-term stockholder value, align executive interests with stockholders and reward appropriately •Target values set with reference to competitive market levels •Earned shares vest subject to performance and continued employment •Actual payout can range from 0% to 200% of target •Aids in executive retention | Payout based on Capital Generation* performance: •2024 Capital Generation* (34%) •2025 Capital Generation Growth* (33%) •2026 Capital Generation Growth* (33%) with applicable performance targets established in early 2024 at the beginning of the three-year performance period. Adjusted +/- 20% by a Relative TSR Modifier •compared to a broader group of consumer finance peers** to promote alignment of PSUs with relative shareholder returns | | | RSUs | Stock | •Service-based awards vest over a three-year period •Designed to force a direct link between executive and stockholder interests by transforming executives into stockholders •Target values set with reference to competitive market levels •Aids in executive retention | •Continued employment •Realizable value based on stock price performance | | * Refer to Appendix A for a description of these non-GAAP financial measures and reconciliations to the most directly comparable measures calculated under GAAP. | | | | | | ** See page 49 for the TSR Modifier Peer Group. | | | | |

  35. Annual Incentive Compensation

    Annual Incentive Compensation Our executive officers are eligible to receive annual incentive compensation contingent upon the attainment of specific, pre-established financial performance metrics and strategic objectives for the Company, which are intended to drive sustainable growth and create long-term stockholder value. Annual incentive compensation for 2024 was paid in the form of cash based on the achievement of annual financial and qualitative performance metrics. For 2024, annual incentive compensation comprised 70% financial performance metrics and 30% qualitative metrics. The financial performance metrics were selected to align compensation with our business strategy and performance and to reward achievement of financial targets and effective strategic leadership. Each quantitative metric was capped at 150% of target, which served as a cap for the annual incentive opportunity.

  36. Annual Incentive Compensation

    | Metric | Weighting | | Capital Generation* | 50% | | C&I Operating Expenses* | 10% | | New Products/Channels | 10% | | *Refer to Appendix A for a description of these non-GAAP financial measures and reconciliations to the most directly comparable measures calculated under GAAP. | |

  37. Annual Incentive Compensation

    Qualitative strategic factors represent 30% of our annual incentive award and were selected to align with the Company’s strategic objectives, with an achievement value of up to 200%. For 2024, qualitative factors consisted of the following: •manage production and credit through a challenging economic environment; •manage operating expenses, including certain planned reductions; •continue disciplined investment in new products; •invest in analytics, data, and cloud capabilities; •continue to be the employer of choice for our team members and focus on our external reputation; and •advance funding and investor strategy. The Committee evaluated performance against pre-established qualitative strategic objectives and the Company’s progress on its strategic priorities for 2024 and determined that achievement levels of 180% were appropriate for Douglas H. Shulman, Jeannette E. Osterhout, and Micah R. Conrad. The Committee considered the following actions under the leadership of our NEOs: •Actively managed through a dynamic credit environment, which included significant adjustments to the credit box, pricing, and enhanced collections strategy, outperforming peers. •Drove growth in business despite our conservative credit posture, proactively looking for new opportunities. •Managed operating expenses with a focused effort to reduce expenses in the first quarter of 2024. •Continued to drive growth in the core loan business and execute on other strategic efforts to launch new products and channels. •Significant progress made on getting new products ready to scale and expanding channels, including expansion of our auto finance lending distribution channel, while maintaining credit quality in a difficult environment and improving yield, integrating Foursight to expand into indirect auto finance, which resulted in $2.4 billion of auto finance managed receivables at year end, and providing free Trim financial wellness benefits to our customers. •Significant progress made on major technology and digital initiatives. •Continued advancement in our data science and analytics capabilities by continuing our model refinement and expanding data sources. •Achieved significant advancement of public policy goals. •Positioned ourselves as an employer of choice with increased employee engagement scores and certified as one of America’s Most Loved Workplaces® by the Best Practice Institute for the third year in a row. •Expanded our Credit Worthy by OneMain Financial free digital education program to over 4,100 high schools and over 440,000 students since inception. •Gained new long-term equity investors and increased support from major current investors by communicating our superior balance sheet management, credit management, and innovation for growth to the equity investor community. •Continued to refine our funding and investor strategy, including issuing $3.9 billion with approximately $1.1 billion in asset-backed securities and $2.4 billion of unsecured bonds in a challenging capital markets environment; renewed credit facilities at favorable terms. Achievement level of the annual compensation metrics is included in the table below.

  38. Annual Incentive Compensation

    | 2024 Annual Incentive Compensation Performance Scorecard | | | | | | | Metric | Weight | Target(1) | Result(1) | | Achievement Level | | Capital Generation(2) | 50% | $630 - $770 | | $685 | 100% | | C&I Operating Expenses(2) | 10% | $1,577 - $1,501 | | $1,554 | 100% | | New Products/Channels | 10% | $1,238 - $1,513 | | $1,727 | 150% | | Financial Performance | 70% | 100% | | 107% | 75% | | Qualitative Assessment | 30% | 100% | | 180%(3) | 54% | | Total Performance Payout | | | | | 129%(4) |

  39. Annual Incentive Compensation

    (1)Amounts in millions. (2)Refer to Appendix A for a description of these non-GAAP financial measures and reconciliations to the most directly comparable measures calculated under GAAP. (3)Achieved at 180% for Mr. Shulman, Ms. Osterhout, and Mr. Conrad. (4)Achieved at 129% for Mr. Shulman, Ms. Osterhout, and Mr. Conrad. In setting the financial metric targets, the Committee determined to use a range considering uncertainty in the economic environment, including elevated levels of inflation and relatively high interest rates, the volatility in our business, and the continued deterioration in the financial health of the nonprime consumer. These factors were particularly prevalent in early 2024 when targets were established. Accordingly, the Capital Generation target was set below 2023 performance. Targets for the other metrics were set higher than prior year performance, although the rate of growth was muted for C&I Operating Expenses due to cost reduction actions and efficiency initiatives. The results for Capital Generation and C&I Operating Expenses were within the target range, resulting in achievement levels of 100%. The result for New Products/Channels exceeded the target range, resulting in an achievement level of 150%. Qualitative assessments resulted in achievement levels of 180%. Total performance payouts were 129% of target. The table below reflects the target and earned annual incentive amounts based on the results reflected in the preceding table.

  40. Annual Incentive Compensation

    | 2024 Annual Incentive Awards | | | | | | | Target Annual Incentive Compensation | | Earned Annual Incentive Compensation | | | Douglas H. Shulman | | $2,500,000 | | $3,225,000 | | Jeannette E. Osterhout | | $760,000 | | $979,640 | | Micah R. Conrad | | $760,000 | | $979,640 |

  41. Long-Term Equity Awards

    Long-Term Equity Awards Long-term incentive awards tie executive compensation to the achievement of annual financial and qualitative performance metrics and are intended to align our NEOs’ interests with those of our long-term stockholders. Long-term incentives are split evenly between PSUs and RSUs.

  42. 2024 Restricted Stock Unit Grants

    2024 Restricted Stock Unit Grants Under our executive compensation program effective for 2024, RSUs will be granted annually, with vesting to occur in three equal annual installments subject to continued service.

  43. 2024 Restricted Stock Unit Grants

    | 2024 RSU Grant | | | Douglas H. Shulman | $2,750,000 | | Jeannette E. Osterhout | $700,000 | | Micah R. Conrad | $700,000 |

  44. 2024 Performance Share Unit Awards

    2024 Performance Share Unit Awards PSUs are tied to the achievement of Capital Generation achievement over a three-year performance period, including a three-year Relative TSR modifier. The Capital Generation goals for the three-year period were set at the beginning of the performance period. The target for the first year of the performance period was set as a base dollar value, with targets for the second and third years set as growth rates. Performance against target (whether dollar value or growth rate) will be measured for each year, generating three annual payout percentages. The three annual payout percentages will be weighted averaged, as presented in the table below, to determine the final payout percentage. The payout percentage ranges from 0%, if the threshold Capital Generation value or growth is not achieved, to 200%, if the maximum Capital Generation value or growth is achieved.

  45. 2024 Performance Share Unit Awards

    | 2024 PSU Metric | | | Metric* | Weighting | | 2024 Capital Generation* | 34% | | 2025 Capital Generation Growth* | 33% | | 2026 Capital Generation Growth* | 33% | | *Refer to Appendix A for a description of this metric. | |

  46. 2024 Performance Share Unit Awards

    The Committee selected this metric for 2024 as it aligns with how we are managing the business over the longer term, with targets aligned to our annual plan and requiring year-over-year growth. Capital Generation, a non-GAAP metric described further in Appendix A, is the key performance measure of our segment that measures the capital created during a period which is used to manage our business. Capital Generation reflects Consumer & Insurance adjusted pretax income, which excludes regulatory settlements, net gain or loss resulting from repurchases and repayments of debt, and other items and strategic activities (for example, restructuring charges), and also excludes the change in our Consumer & Insurance allowance for finance receivable losses in the period while still considering the Consumer & Insurance net charge-offs incurred during the period. The PSUs are also subject to a three-year TSR modifier, which will adjust the payout down by 20% if Relative TSR is in the bottom quartile when compared to the TSR Modifier Peer Group, and increase the payout by 20% if in the top quartile, with no change occurring if Relative TSR is in the second and third quartiles. PSUs, including the impact of the Relative TSR modifier, have possible payouts ranging between 0% and 200% of the target level. The following reflects target PSU opportunity for our NEOs:

  47. 2024 Performance Share Unit Awards

    | 2024 PSU Target | | | Douglas H. Shulman | $2,750,000 | | Jeannette E. Osterhout | $700,000 | | Micah R. Conrad | $700,000 |

  48. 2024 Performance Share Unit Awards

    Previously Granted Performance-Based Awards

  49. 2022 PSU Awards – Pay for Performance

    2022 PSU Awards – Pay for Performance In January 2025, the Committee determined final payout levels for PSU awards granted in 2022 with a performance cycle ending at the end of 2024. For the three-year performance period, our Cumulative Three-Year Capital Generation* was approximately $2.5 billion and our Three-Year Average Capital Generation Return on Receivables* was 4.2%. Neither of the threshold requirements for these measures were achieved over the three-year period ending December 31, 2024, resulting in the awards lapsing in their entirety.

  50. 2022 PSU Awards – Pay for Performance

    | Payout of 2022 PSU Awards | | | | | 2022 PSU Target | Payout | | Douglas H. Shulman | $2,166,666 | $0 | | Jeannette E. Osterhout | $616,667 | $0 | | Micah R. Conrad | $516,667 | $0 |

  51. 2022 PSU Awards – Pay for Performance

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

  52. Expired Performance Option Awards

    Expired Performance Option Awards In 2018 and 2019, the Committee granted cash-settled performance-based awards (the “Performance Option Awards”) to our NEOs, which were intended to provide additional incentives to significantly drive shareholder value and grow the Company following the completion of the Consortium Acquisition and the related changes to our Board and executive management. The outstanding portion of these awards lapsed in their entirety in 2024. The Performance Option Awards were granted in three tranches for each NEO and were subject to achievement of double-trigger vesting conditions based on: (x) a reduction in the Company’s common stock owned by the Consortium to specified levels and (y) the Company’s stock attaining (i) a specified volume-weighted average trading price (“VWAP”) over a consecutive six-month period ending on or before the date the Consortium reduced its ownership below the applicable level or (ii) a fair market value on the date following such reduction in ownership that was not less than 10% below the applicable VWAP trigger. The Performance Option Awards were designed to closely align the interests of our management team with those of our stockholders, and vesting of the first two of the three tranches required that the Consortium, and therefore our stockholders generally, receive substantial pre-specified returns on investment based on the stock price at the time of the Consortium Acquisition. Such vesting conditions related to the first two tranches of the Performance Option Awards were satisfied in 2021. In 2021, the Performance Option Awards were amended to extend the period to achieve the specified VWAP over a consecutive six-month period from the applicable Consortium sell-down date until July 2024, subject to the NEO’s continued employment through the vesting date or an earlier qualifying termination of employment. The VWAP trigger was not achieved for a consecutive six-month period by July 26, 2024, resulting in the awards lapsing in their entirety.

  53. Compensation Consultant Independence

    Compensation Consultant Independence The Committee has assessed the independence of FW Cook and Meridian pursuant to NYSE rules, and the Committee has concluded that the work each firm performed for the Committee during 2024 did not raise any conflicts of interest that would prevent either FW Cook or Meridian from independently advising the Committee. Role of Management The Committee receives recommendations from the CEO, working with management, regarding our executive compensation structure, metrics, and goals. Our CEO does not make any recommendations with respect to his own compensation. The Committee also receives information from our CFO and General Counsel to evaluate whether our incentive compensation programs for our executive officers and other employees encourage responsible investment of our resources and do not unintentionally encourage or reward imprudent risk-taking. After a review of our compensation plans by our CFO and General Counsel, who provided the Committee with a briefing in April 2025, the Committee concluded that our compensation plans were well designed and well documented. Additionally, our incentive compensation plans were not unbalanced such that they encourage excessive or unnecessary risk-taking that would endanger the reputation or financial well-being of the Company or otherwise have any material adverse effect on the Company. Stockholder Feedback At our 2020 Annual Meeting, our stockholders voted in favor of conducting advisory votes on our executive compensation program on a triennial basis. As previously noted, we revised our executive compensation program in 2023, which we previewed in the proxy statement for our 2023 Annual Meeting. The Board believes this realigned program appropriately reflected our business and economic environment with a diversified stockholder base, and that support for the program was reflected in the advisory vote on our executive compensation program at our 2023 Annual Meeting of Stockholders, at which approximately 95% of the votes cast were in favor. Following the vote, the Board and the Compensation Committee reviewed these results and continued to enhance and engage with stockholders on our executive compensation policies. Stockholders will again be asked to vote, on an advisory basis, on the compensation paid to our NEOs and the frequency of such advisory votes at our 2026 Annual Meeting. Use of Peer Groups

  54. 2024 Peer Group

    2024 Peer Group In the course of designing and implementing our 2024 executive compensation program, the Committee used compensation data compiled from a group of publicly traded peer companies in the diversified financial services industries (including banking, consumer finance, thrifts, and mortgage finance), as well as the specialty retail and IT services industries.

  55. 2024 Peer Group

    | •The Aaron’s Company Inc.(1) (Specialty Retail) •Comerica Incorporated (Diversified Banks) •Credit Acceptance Corporation (Consumer Finance) •Fidelity National Information Services, Inc. (IT Services) •LendingClub Corporation (Consumer Finance) •Navient Corporation (Consumer Finance) •Synchrony Financial (Consumer Finance) | •Bread Financial Holdings, Inc. (IT Services) •Commerce Bancshares, Inc. (Regional Banks) •Dollar Tree, Inc. (Multiline Retail) •Huntington Bancshares Incorporated (Banking) •Mr. Cooper Group Inc. (Thrifts and Mortgage Finance) •SLM Corporation (Consumer Finance) •The Western Union Company (IT Services) | | (1) The Aaron’s Company was acquired in October 2024. | |

  56. Revised Peer Group Adopted for 2025

    Revised Peer Group Adopted for 2025 For determining the fiscal year relevant peer group for 2025 (the “2025 Peer Group”), the Committee, with assistance from its new independent compensation consultant, reviewed the 2024 Peer Group and determined that it would be appropriate to make adjustments that align with our size, industry and talent acquisition strategy for benchmarking our executive compensation program. There were selected peers in the 2024 Peer Group that were no longer relevant based on our focus to strengthen our core business and our revised strategic priorities. The focus of our peer group shifted to peers in the Consumer Finance and Transaction and Payment Processing industries. Additionally, the Committee reviewed revenue before loan loss provisions (where applicable), total assets, and market capitalization of each company in the 2025 Peer Group to ensure that such company was an appropriate comparator. Based on this analysis, the Committee determined that the 2025 Peer Group would remove Comerica Incorporated, Commerce Bancshares, Inc., Dollar Tree, Inc., Huntington Bancshares Incorporated, Mr. Cooper Group Inc., and The Aaron’s Company Inc. and replace them with Ally Financial Inc., Global Payments Inc., PROG Holdings, Inc., Rocket Companies, Inc., SoFi Technologies, Inc., and Toast, Inc. Relative to the 2025 Peer Group, as of December 31, 2024, OneMain was positioned at the 50th percentile in terms of assets, 57th percentile in terms of revenue before loan loss provisions and 57th percentile in terms of market capitalization. The Committee relies on various sources of compensation information to determine the competitive market for our NEOs. To assess the competitiveness of our executive compensation program, we (together with our independent compensation consultant) analyze compensation data obtained from the proxy materials of the peer group members as well as compensation and benefits survey data provided by other national compensation consulting firms. As part of this process, we measure our program’s competitiveness by comparing relevant market data against actual pay levels within each compensation component and in the aggregate for each executive officer position. We also review the mix of our compensation components with respect to fixed versus variable, short-term versus long-term, and cash versus equity-based pay. This information is then presented to the Committee for its review and use.

  57. TSR Modifier Peer Group

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

  58. TSR Modifier Peer Group

    | •Ally Financial Inc. •Bread Financial Holdings, Inc. •Consumer Portfolio Services, Inc. •CURO Group Holdings Corp.(1) •Encore Capital Group, Inc. •EZCORP, Inc. •Green Dot Corp. •LendingClub Corporation •Medallion Financial Corp. •Navient Corporation •Nicholas Financial, Inc. •Oportun Financial Corp. •Regional Management Corp. •SLM Corp. •Upstart Holdings, Inc. | •Atlanticus Holdings Corp •Capital One Financial Corp. •Credit Acceptance Corp. •Discover Financial Services •Enova International, Inc. •FirstCash Holdings, Inc. •Katapult Holdings, Inc. •LendingTree, Inc. •Mogo Inc. •Nelnet, Inc. •Open Lending Corp. •PRA Group, Inc. •SoFi Technologies, Inc. •Synchrony Financial •World Acceptance Corp. | | (1) CURO Group Holdings Corp. was delisted in March 2024 in connection with its filing of a voluntary petition for bankruptcy. | |

  59. TSR Modifier Peer Group

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

  60. TSR Modifier Peer Group

    | Compensation Committee Report | | The Committee reviewed and discussed the Compensation Discussion and Analysis set forth herein with management. Based upon the Committee’s review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report for the year ended December 31, 2024. | | Compensation Committee of the Board of Directors* | | Roy A. Guthrie | | Richard A. Smith |

  61. TSR Modifier Peer Group

    * Andrew D. Macdonald was appointed to the Compensation Committee after the Compensation Committee completed its review and made its recommendation to the Board with respect to the Compensation Discussion and Analysis.

  62. Executive Compensation Tables

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Option Awards | Non-Equity Incentive Plan Compensation(3) ($) | Changes in Pension Value & Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(4) ($) | Total ($) | | Douglas H. Shulman, Chairman and Chief Executive Officer | 2024 | 1,000,000 | 5,888,812 | — | 3,225,000 | — | 1,208,733 | 11,322,545 | | | 2023 | 1,000,000 | 10,267,357 | — | 2,562,000 | — | 1,619,311 | 15,448,668 | | | 2022 | 1,000,000 | 4,713,173 | — | 1,906,666 | — | 3,206,129 | 10,825,968 | | Jeannette E. Osterhout, Executive Vice President and Chief Financial Officer | 2024 | 600,000 | 1,498,932 | — | 979,640 | — | 395,551 | 3,474,123 | | Micah R. Conrad, Executive Vice President and Chief Operating Officer | 2024 | 600,000 | 1,498,932 | — | 979,640 | — | 386,231 | 3,464,803 | | | 2023 | 598,077 | 2,896,841 | — | 828,000 | — | 533,623 | 4,856,541 | | | 2022 | 495,000 | 1,341,398 | — | 542,667 | — | 763,306 | 3,142,371 | | Rajive Chadha, Former Executive Vice President and Chief Operating Officer(5) | 2024 | 265,385 | — | — | — | — | 897,186 | 1,162,571 | | | 2023 | 598,077 | 2,738,731 | — | 720,000 | — | 518,517 | 4,575,325 | | | 2022 | 495,000 | 1,268,895 | — | 513,333 | — | 877,204 | 3,154,432 |

  63. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The table below summarizes information regarding grants of plan-based awards to our NEOs during 2024.

  64. 2024 Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Douglas H. Shulman | 2/1/2024 | 1,075,000 | 2,500,000 | 4,125,000 | — | — | — | — | — | | | 2/14/2024 | — | — | — | 30,569 | 61,138 | 146,731 | — | 3,037,336 | | | 2/14/2024 | — | — | — | — | — | — | 61,138 | 2,851,476 | | Jeannette E. Osterhout | 2/1/2024 | 326,800 | 760,000 | 1,254,000 | — | — | — | — | — | | | 2/14/2024 | — | — | — | 7,781 | 15,562 | 37,349 | — | 773,120 | | | 2/14/2024 | — | — | — | — | — | — | 15,562 | 725,812 | | Micah R. Conrad | 2/1/2024 | 326,800 | 760,000 | 1,254,000 | — | — | — | — | — | | | 2/14/2024 | — | — | — | 7,781 | 15,562 | 37,349 | — | 773,120 | | | 2/14/2024 | — | — | — | — | — | — | 15,562 | 725,812 |

  65. 2024 Grants of Plan-Based Awards Table

    (1)Represents cash awards under the 2024 annual incentive program. The amounts reported represent the threshold, target and maximum awards (43%, 100% and 165% of target, respectively) that could be earned based on achievement of quantitative and qualitative goals as determined by the Committee. Based on the actual achievement for 2024 under the terms of the annual incentive program, the Committee approved cash payouts in early 2025, as reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table for 2024 above. (2)Represents annual PSUs granted in 2024. The PSUs will vest after three years on a date to be determined by the Committee, to the extent earned based upon the attainment of performance goals established by the Committee for the 2024-2026 performance period and as further described in the CD&A. (3)The grants reported in this column represent RSUs granted for 2024. These RSUs will vest in three equal increments following the grant date based on continued service, with one third having vested on February 20, 2025, one-third vesting on February 20, 2026, and one-third vesting on February 19, 2027. (4)Amounts reported in this column are calculated in accordance with ASC 718 based on the probable achievement of the underlying performance conditions. For a summary of the assumptions used in the valuation of these equity-based awards, please see Note 17, Share-Based Compensation, to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. The 2024 Grants of Plan-Based Awards Table reports the dollar value of cash (non-equity) incentive awards and the number and value of equity awards granted to each executive officer during 2024. With regard to cash incentives, this table reports the range of potential values that could have been obtained by the executive officer; whereas the Summary Compensation Table reports the actual value realized for 2024. Equity amounts represent the grant date values of the awards determined under ASC 718 for purposes of financial statement reporting, which are based on probable outcomes. Grant date fair values reflected in the 2024 Grants of Plan-Based Awards Table do not include dividend equivalent payments with respect to the underlying equity-based awards.

  66. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    Outstanding Equity Awards at 2024 Fiscal Year-End Table The following table summarizes the equity awards held by our NEOs that were unvested and outstanding as of December 31, 2024.

  67. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options | | Equity Incentive Plan Awards: Number of Securities Underlying Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(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) | | Name | Exercisable (#) | Unexercisable (#) | | | | | | | | | Douglas H. Shulman | — | — | — | — | N/A | 164,996(2) | 8,601,241 | 177,122(6) | 9,233,370 | | Jeannette E. Osterhout | — | — | — | — | N/A | 46,707(3) | 2,434,836 | 68,763(7) | 3,584,615 | | Micah R. Conrad | — | — | — | — | N/A | 47,190(4) | 2,460,015 | 58,387(8) | 3,043,714 | | Rajive Chadha | — | — | — | — | N/A | 12,779(5) | 666,169 | — | — |

  68. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    (1)Based on the closing market price of Company common stock on December 29, 2024 of $52.13 per share. (2)Represents RSUs granted to Mr. Shulman in 2021, 2023, and 2024 that were unvested as of December 31, 2024. The vesting schedule for the RSUs is as follows: 68,201 vested in February 2025, 25,000 are scheduled to vest in July 2025, 51,415 are scheduled to vest in February 2026, and 20,380 are scheduled to vest in February 2027. (3)Represents RSUs granted to Ms. Osterhout in 2021, 2023, and 2024 that were unvested as of December 31, 2024. The vesting schedule for the RSUs is as follows: 16,511 vested in February 2025, 12,500 are scheduled to vest in August 2025, 12,508 are scheduled to vest in February 2026, and 5,188 are scheduled to vest in February 2027. (4)Represents RSUs granted to Mr. Conrad in 2021, 2023, and 2024 that were unvested as of December 31, 2024. The vesting schedule for the RSUs is as follows: 18,702 vested in February 2025, 9,375 are scheduled to vest in September 2025, 13,925 are scheduled to vest in February 2026, and 5,188 are scheduled to vest in February 2027. (5)Represents RSUs granted to Mr. Chadha in 2023 that were unvested as of December 31, 2024. The vesting schedule for the RSUs is as follows: 12,779 vested in February 2025. (6)Represents PSUs granted to Mr. Shulman in 2021, 2023, and 2024, reflecting threshold performance levels with respect to annual PSUs granted in 2023 and 2024 and target performance for retention PSUs granted in 2021. The vesting schedule for the PSU awards is as follows: 46,553 annual PSUs will vest in the first quarter of 2026, 30,569 annual PSUs will vest in the first quarter of 2027, and 100,000 retention PSUs will vest no later than July 2028, in each case based upon actual achievement of the quantitative goals as determined by the Committee. PSUs granted in 2022 for the 2022-2024 performance period are not reflected because the applicable performance criteria were not satisfied, resulting in the grants lapsing in their entirety. (7)Represents PSUs granted to Ms. Osterhout in 2021, 2023, and 2024 reflecting threshold performance levels with respect to annual PSUs granted in 2023 and 2024 and target performance for retention PSUs granted in 2021. The vesting schedule for the PSU awards is as follows: 10,982 annual PSUs will vest in the first quarter of 2026, 7,781 annual PSUs will vest in the first quarter of 2027, and 50,000 retention PSUs will vest no later than September 2028, in each case based upon actual achievement of the quantitative goals as determined by the Committee. PSUs granted in 2022 for the 2022-2024 performance period are not reflected because the applicable performance criteria were not satisfied, resulting in the grants lapsing in their entirety. (8)Represents PSUs granted to Mr. Conrad in 2021, 2023, and 2024 reflecting threshold performance levels with respect to annual PSUs granted in 2023 and 2024 and target performance for retention PSUs granted in 2021. The vesting schedule for the PSU awards is as follows: 13,106 annual PSUs will vest in the first quarter of 2026, 7,781 annual PSUs will vest in the first quarter of 2027, and 37,500 retention PSUs will vest no later than September 2028, in each case based upon actual achievement of the quantitative goals as determined by the Committee. PSUs granted in 2022 for the 2022-2024 performance period are not reflected because the applicable performance criteria were not satisfied, resulting in the grants lapsing in their entirety.

  69. 2024 Options Exercised and Stock Vested Table

    2024 Options Exercised and Stock Vested Table

  70. 2024 Options Exercised and Stock Vested Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Douglas H. Shulman(1) | — | — | 89,463 | 4,283,213 | | Jeannette E. Osterhout(2) | — | — | 27,792 | 1,303,662 | | Micah R. Conrad(3) | — | — | 27,626 | 1,294,907 | | Rajive Chadha(4) | — | — | 26,633 | 1,248,702 |

  71. 2024 Options Exercised and Stock Vested Table

    (1)Represents 64,463 RSUs that vested on February 20, 2024, with a value of $46.53 per share and 25,000 RSUs that vested on July 16, 2024 with a value of $51.35 per share on the respective vesting dates. (2)Represents 15,292 RSUs that vested on February 20, 2024, with a value of $46.53 per share and 12,500 RSUs that vested on August 20, 2024 with a value of $47.37 per share on the respective vesting dates. (3)Represents 18,251 RSUs that vested on February 20, 2024, with a value of $46.53 per share and 9,375 RSUs that vested on September 6, 2024 with a value of $47.54 per share on the respective vesting dates. (4)Represents 17,258 RSUs that vested on February 20, 2024, with a value of $46.53 per share and 9,375 RSUs that vested on September 6, 2024 with a value of $47.54 per share on the respective vesting dates.

  72. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation The amounts shown in this table reflect NEO activity under our NQDC Plan, which took effect in 2022.

  73. 2024 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals / Distributions in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year End ($) | | Douglas H. Shulman | — | — | 47,161 | — | 326,514 | | Jeannette E. Osterhout | — | — | — | — | — | | Micah R. Conrad | — | — | 4,876 | — | 64,538 | | Rajive Chadha | — | — | 71,466 | 388,057 | — |

  74. 2024 Nonqualified Deferred Compensation

    (1)No elections were made by our NEOs to defer base salary or annual cash incentives under our NQDC Plan for 2024. (2)Employer contributions are not permitted under our NQDC Plan.

  75. Potential Payments Upon Termination or Change-In-Control for 2024

    Potential Payments Upon Termination or Change-In-Control for 2024 The following table shows the payments and benefits that our NEOs would have been eligible to receive if their employment had been terminated or if a change in control of the Company had occurred as of December 31, 2024. Amounts used for equity awards are based on the closing market price of our common stock on December 29, 2024, of $52.13 per share.

  76. Potential Payments Upon Termination or Change-In-Control for 2024

    | Name | Type of Payment or Benefit | Voluntary Resignation without Good Reason or Retirement ($) | Termination Due to Disability or Death ($) | Termination without Cause ($) | Termination for Good Reason ($) | Change in Control ($)(1) | Termination without Cause or for Good Reason following a Change in Control ($) | | Douglas H. Shulman(2) | Cash Severance Payment | — | — | 8,460,488 | 8,460,488 | — | 8,460,488 | | | Acceleration of Unvested RSUs | — | 8,601,241 | 4,858,568 | — | — | 8,601,241 | | | Acceleration of Unvested PSUs | — | — | — | — | — | 15,449,872 | | | Continuation of Benefits Payment | — | — | 28,206 | 28,206 | — | 28,206 | | | Total | — | 8,601,241 | 13,347,262 | 8,488,694 | — | 32,539,807 | | Jeannette E. Osterhout(3)(4) | Cash Severance Payment | — | — | 600,000 | — | — | 600,000 | | | Acceleration of Unvested RSUs | — | 2,434,836 | 1,512,343 | — | — | 2,434,836 | | | Acceleration of Unvested PSUs | — | — | — | — | — | 5,086,376 | | | Continuation of Benefits Payment | — | — | 28,048 | 28,048 | — | 28,048 | | | Total | — | 2,434,836 | 2,140,391 | 28,048 | — | 8,149,260 | | Micah R. Conrad(3)(5) | Cash Severance Payment | — | — | 600,000 | — | — | 600,000 | | | Acceleration of Unvested RSUs | — | 2,460,015 | 1,463,654 | — | — | 2,460,015 | | | Acceleration of Unvested PSUs | — | — | — | — | — | 4,757,592 | | | Continuation of Benefits Payment | — | — | 28,206 | 28,206 | — | 28,206 | | | Total | — | 2,460,015 | 2,091,860 | 28,206 | — | 7,845,813 | | Rajive Chadha(6) | Cash Severance Payment | — | — | 600,000 | — | — | — | | | Acceleration of Unvested RSUs | — | — | 1,088,204 | — | — | — | | | Acceleration of Unvested PSUs | — | — | — | — | — | — | | | Continuation of Benefits Payment | — | — | 19,450 | — | — | — | | | Total | — | — | 1,707,654 | — | — | — |

  77. Potential Payments Upon Termination or Change-In-Control for 2024

    (1)None of the NEOs is eligible to receive benefits solely in the event of a change in control. Notwithstanding the foregoing, the Omnibus Incentive Plan and the NEOs’ award agreements contemplate acceleration of vesting of equity awards if such awards are not assumed and/or substituted upon a change in control. (2)Under Mr. Shulman’s employment agreement, in the event of a termination by the Company without cause or by the executive for good reason (whether or not in connection with a change in control), he will receive a cash severance payment of an aggregate amount equal to (i) $2,633,333 payable over 24 months (or, if such termination occurs within the 24-month period following a change in control, a single lump sum), plus (ii) any earned but unpaid annual and long-term incentive for the calendar year immediately preceding the termination, plus (iii) an amount equal to two-thirds of the average annual and long-term incentive earned in respect of the three years completed prior to the year of termination. Under the terms of Mr. Shulman’s employment agreement, he is also entitled to a lump sum distribution equal to 12 months of premiums for COBRA continuation for Mr. Shulman and his dependents, representing $28,206. Mr. Shulman’s RSU award agreements provide that (a) upon a termination without cause, the RSUs next scheduled to vest will vest, representing a total of 93,201 RSUs, or $4,858,568, and (b) upon a termination without cause or resignation for good reason during the 12 months following a change in control, or upon his death or disability, all unvested RSUs will vest, representing 164,996 RSUs, or $8,601,241. Mr. Shulman’s PSU award agreements, including his annual PSUs and retention PSUs, will vest at target levels and be settled in shares of common stock upon a termination without cause, resignation for good reason, death, or disability, in each case during the 12 months following a change in control, and do not otherwise vest upon termination. If a qualifying termination had occurred on December 31, 2024, Mr. Shulman would have received 296,372 shares with a value on such date of $15,449,872. (3)As of December 31, 2024, Ms. Osterhout and Mr. Conrad were eligible to receive severance benefits pursuant to the Executive Severance Plan. Under the Executive Severance Plan, upon a termination by the Company without cause (whether or not in connection with a change in control) or by the executive for good reason within 12 months following a change in control, each executive receives base salary continuation for 12 months and a lump sum distribution equal to 12 months of premiums for COBRA continuation for the executive and their dependents at the rates in effect on the date of termination. Ms. Osterhout and Mr. Conrad are eligible to receive lump-sum COBRA premiums pursuant to the terms of the Executive Severance Plan in the amounts of $28,048 and $28,206, respectively. (4)Ms. Osterhout’s RSU award agreements provide that (a) upon a termination without cause, the RSUs next scheduled to vest will vest, representing a total of 29,011 RSUs, or $1,512,343, and (b) upon a termination without cause or resignation for good reason during the 12 months following a change in control, or upon her death or disability, all unvested RSUs will vest, representing 46,707 RSUs, or $2,434,836. Ms. Osterhout’s PSU award agreements, including her annual PSUs and retention PSUs, will vest at target levels and be settled in shares of common stock upon a termination without cause, resignation for good reason, death, or disability, in each case during the 12 months following a change in control, and do not otherwise vest upon termination. If a qualifying termination had occurred on December 31, 2024, Ms. Osterhout would have received 97,571 shares with a value on such date of $5,086,376. (5)Mr. Conrad’s RSU award agreements provide that (a) upon a termination without cause, the RSUs next scheduled to vest will vest, representing a total of 28,077 RSUs, or $1,463,654, and (b) upon a termination without cause or resignation for good reason during the 12 months following a change in control, or upon his death or disability, all unvested RSUs will vest, representing 47,190 RSUs, or $2,460,015. Mr. Conrad’s PSU award agreements, including his annual PSUs and retention PSUs will vest at target levels and be settled in shares of common stock upon a termination without cause, resignation for good reason, death, or disability, in each case during the 12 months following a change in control, and do not otherwise vest upon termination. If a qualifying termination had occurred on December 31, 2024, Mr. Conrad would have received 91,264 shares with a value on such date of $4,757,592. (6)Mr. Chadha ceased serving as the Company’s Chief Operating Officer on March 31, 2024 and separated from the Company on May 31, 2024. Cash and continuation amounts reported reflect what Mr. Chadha received as severance, which is also reported as 2024 compensation in the Summary Compensation Table. In addition, under the terms of the Executive Severance Plan, Mr. Chadha was entitled to receive unpaid amounts under the annual incentive plan for 2023, which was reported in the Summary Compensation Table for the 2023 Annual Meeting. Pursuant to the terms of Mr. Chadha’s RSU award agreements, RSUs next scheduled to vest at the time of his separation, representing a total of 22,154 RSUs, would vest. The amount of such units is valued at $1,088,204, based on the closing price of the Company’s common stock on Mr. Chadha’s May 31, 2024 separation date, which was $49.12. Severance and Change-in-Control Arrangements

  78. CEO Pay Ratio

    CEO Pay Ratio In accordance with SEC rules, we have calculated the ratio between the total compensation of our CEO and our median employee for 2024. To select our median employee, we evaluated our employee population and determined our median employee using W-2 income as our consistently applied compensation measure. We selected our median employee from our entire employee population as of December 31, 2023, using annualized base pay for employees who were hired in 2023, and converting compensation for employees paid in currencies other than the U.S. dollar into U.S. dollars using a fiscal year 2023 exchange rate. We did not make any full-time equivalent adjustment for any employee when annualizing base pay. We examined a small group of employees for whom total cash compensation was clustered within a few dollars around the median. From this group, we selected an individual we determined to be reasonably representative of our median employee. The 2024 annual total compensation for the median employee, who serves as a branch manager, determined in accordance with SEC rules was $85,089. The 2024 annual total compensation for our CEO, Mr. Shulman, was $11,322,545, as reported in the “Total” column of the Summary Compensation Table. The resulting pay ratio is estimated to be approximately 133 to 1. Amounts reported in the Summary Compensation Table for our NEOs, including our CEO, are determined pursuant to SEC rules that do not necessarily reflect amounts actually received or realized by, or value actually delivered to, our NEOs, including our CEO. In addition, other companies have different employee demographics and compensation and benefit practices. As a result, CEO pay ratios reported by other companies may vary significantly and likely are not comparable to our CEO pay ratio.

  79. Pay Versus Performance

    Pay Versus Performance The following table presents certain information regarding compensation paid to our CEO and other NEOs, and certain measures of financial performance, for the five years ended December 31, 2024. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K.

  80. Pay Versus Performance

    | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO(1) | Average Summary Compensation Table Total for Non-CEO NEOs(2) | Average Compensation Actually Paid to Non-CEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) | Capital Generation(4) (in millions) | | | | | | | Total Stockholder Return | Peer Group Total Stockholder Return(3) | | | | 2024 | $11,322,545 | $11,403,536 | $2,700,499 | $2,598,583 | $228.93 | $156.47 | $509 | $685 | | 2023 | $15,448,668 | $19,411,856 | $4,715,933 | $6,039,373 | $198.75 | $125.32 | $641 | $794 | | 2022 | $10,825,968 | $3,745,311 | $3,148,402 | $647,344 | $121.88 | $106.95 | $872 | $1,064 | | 2021 | $21,715,068 | $39,608,197 | $8,166,095 | $14,259,457 | $167.32 | $122.43 | $1,314 | $1,303 | | 2020 | $9,739,632 | $13,192,003 | $3,238,132 | $3,902,537 | $135.33 | $97.76 | $730 | $1,056 |

  81. Pay Versus Performance

    (1)Mr. Shulman served as our Chief Executive Officer for each year presented. (2)Ms. Osterhout, Mr. Conrad, and Mr. Chadha were our other NEOs presented for 2024. Messrs. Conrad and Chadha were our other NEOs for 2020-2023. (3)The market index used was the NYSE Financial Sector Index. (4)The company-selected measure is Capital Generation, which is a non-GAAP financial measure. Refer to Appendix A for a description of how this measure is calculated and, for 2024, a reconciliation to the most directly comparable measure calculated under GAAP. The following table reconciles the total compensation shown in the Summary Compensation Table to the compensation actually paid to NEOs shown in the Pay Versus Performance Table above.

  82. Pay Versus Performance

    | Year | Summary Compensation Table Total | Less: Equity Awards Included in Summary Compensation Table | Add: Year-End Value of Unvested Equity Awards Granted in Year | Add: Change in Year-End Value of Unvested Equity Awards Granted in Prior Years | Add: Vesting Date Value of Equity Awards Granted and Vested During Year | Add: Change in Value of Unvested Equity Awards Granted in Prior Years that Vested During Year(a) | Total Compensation Actually Paid(a) | | CEO | | | | | | | | | 2024 | $11,322,545 | $(5,888,812) | $6,485,519 | $(397,349) | $— | $(118,367) | $11,403,536 | | 2023 | $15,448,668 | $(10,267,357) | $11,461,489 | $1,474,642 | $745,634 | $548,780 | $19,411,856 | | 2022 | $10,825,968 | $(4,713,173) | $2,511,907 | $(5,796,156) | $865,280 | $51,485 | $3,745,311 | | 2021 | $21,715,068 | $(14,005,170) | $13,771,899 | $84,304 | $659,124 | $17,382,972 | $39,608,197 | | 2020 | $9,739,632 | $(4,221,360) | $3,870,523 | $2,949,852 | $865,897 | $(12,541) | $13,192,003 | | Non-CEO NEOs | | | | | | | | | 2024 | $2,700,499 | $(999,288) | $1,100,545 | $(139,960) | $— | $(63,213) | $2,598,583 | | 2023 | $4,715,933 | $(2,817,786) | $3,143,590 | $664,689 | $206,464 | $126,483 | $6,039,373 | | 2022 | $3,148,402 | $(1,305,147) | $695,579 | $(2,052,692) | $239,616 | $(78,414) | $647,344 | | 2021 | $8,166,095 | $(4,853,630) | $5,009,300 | $(51,126) | $215,683 | $5,773,135 | $14,259,457 | | 2020 | $3,238,132 | $(1,381,488) | $1,266,680 | $533,624 | $283,366 | $(37,777) | $3,902,537 |

  83. Pay Versus Performance

    (a) Amounts reported for 2021 reflect the settlement of two tranches of Performance Option Awards. The following charts reflect the compensation actually paid to the Company’s CEO and the average compensation actually paid to the non-CEO NEOs, respectively, and their relation to (i) the Company’s TSR, (ii) the Company’s net income, and (iii) the Company’s selected measure of financial performance, Capital Generation, for each year presented. We also show below the relationship between the Company’s TSR and the TSR of the NYSE Financial Sector Index over this period. The Company’s TSR increased in four of the last five years, with total TSR increasing 129% over this period. The TSR of the NYSE Financial Sector Index also grew in four of the last five years, but at a lower rate than the Company’s TSR, with total TSR of the NYSE Financial Sector Index increasing 56% from 2020 through 2024. The Company’s net income and Capital Generation trended up from 2020 to 2021 before declining in 2022, 2023, and 2024. Compensation actually paid to the Company’s Chief Executive Officer and average compensation actually paid to the non-CEO NEOs changed year-over-year primarily due to changes in equity grant values and stock price performance, which affected the value of outstanding equity awards held by our NEOs. OneMain considers the following to be the most important financial performance measures it uses to link compensation actually paid to its NEOs, for 2024, to company performance.

  84. Pay Versus Performance

    | Financial Performance Measures | | Capital Generation* | | Capital Generation Growth* | | C&I Operating Expenses* | | New Products/Channels | | *Refer to Appendix A for a description of these non-GAAP financial measures and reconciliations to the most directly comparable measures calculated under GAAP. |