UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant x

 

Filed by a party other than the Registrant ¨

 

Check the appropriate box:

 

¨ Preliminary Proxy Statement
  
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  
¨ Definitive Proxy Statement
  
x Definitive Additional Materials
  
¨ Soliciting Material under §240.14a-12

 

OneMain Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check all boxes that apply):

 

x No fee required.

 

¨Fee paid previously with preliminary materials.

 

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

 

 

 

 

 

 

GRAPHIC

NYSE: OMF | June 12, 2024 2024 Annual Meeting: Supplemental Filing

GRAPHIC

Enhanced Executive Compensation Program 2 Our executive compensation program was redesigned for FY 2023 to better reflect our strategic and compensation objectives and stockholder feedback, as well as continue to drive long-term stockholder value (1) TSR measured from 12/31/18 to 5/28/24. Source: S&P Capital IQ as of 5/29/24. 2024 Proxy Peer Group: AAN, BFH, CACC, CBSH, DLTR, CMA, HBAN, FIS, NAVI, LC, SYF, COOP, WU, SLM. The Compensation Committee redesigned the compensation program to: • Reflect our business and economic environment • Balance our short- and long-term strategic objectives • Consider feedback provided by our stockholders regarding executive compensation program design • Mark the completion of our transition away from having a large portion of our shares being owned by a consortium of private equity funds The new program is more in line with market practices, while retaining our objective of paying for performance; attracting, retaining and incentivizing key talent; and driving stockholder value. Following discussions with stockholders, these enhancements were previewed in the proxy statement for our 2023 Annual Meeting, and broadly supported by our investors Key Enhancements • Simplified structure by eliminating RSUs from the annual incentive program and placing greater emphasis on long-term equity incentives • Decreased the number of financial performance metrics within the annual incentive program and realigned metric weightings to focus on the achievement of clearer objectives • Transitioned to RSUs granted at the beginning of the 3-year vesting period, with vesting to occur in 3 annual installments subject to continued service • Eliminated payment of dividend equivalents on unvested PSUs • Added Relative TSR as an upward or downward modifier for PSU awards Total Stockholder Return(1) (2019 – Present) 278% 78% 71% 69% OneMain Financial NYSE Composite Index NYSE Financial Index Primary Peer Group Average Considerations to Support Transition to New Program • Our compensation tables for 2023 include two distinct RSU grants for each NEO due to the change in timing of grants – this overlap is for 2023 only • 2023 base salaries and target bonuses for NEOs were geared toward peer medians • RSU and PSU grants were higher in 2023 to support the transition away from private equity-type large one-time awards, the change in equity grant timing, and a comprehensive market analysis • 2024 incentive compensation is reduced

GRAPHIC

Transition Period for Long-Term Incentive Program 3 Our redesigned long-term incentive awards promote sustainable value creation and align to stockholder interests CEO LTI Equity Awards Year RSUs PSUs Total LTI Target Direct Compensation 2022 $2,166,667 * $2,166,667 $4,333,334 2023 $3,525,000 $3,525,000 $7,050,000 2024 $2,750,000 $2,750,00 $5,500,000 Compensation Program Transition Period • Effective in 2023, RSUs will be granted at the beginning of the 3-year vesting period, with vesting to occur in 3 annual installments subject to continued service • For 2023, the Summary Compensation Table includes 2 distinct RSU grants, resulting in elevated reported compensation: • RSUs based on 2022 performance, paid in early 2023, with vesting occurring in 2023-2025 • Long-term RSUs awarded in early 2023, with vesting occurring in 2024-2026 • This overlap in grants is for a 1-year transition in 2023 only and did not result in overlapping vesting in 2023 • NEO long-term equity opportunity for 2023 was higher to support the transition to our new structure, including moving away from private equity-type large one-time awards, the change in equity grant timing, and a market analysis • The CEO 2024 long-term equity awards will decrease 22% to $5.5 million * RSU granted in February 2023 Redesigned Long-Term Equity Awards Performance Metrics RSU: Designed to strengthen retention (50%) PSU: Financial performance metrics aligned with creating long-term stockholder value (50%) • 2023 C&I Capital Generation(1) (34%) • 2024 C&I Capital Generation(1) Growth (33%) • 2025 C&I Capital Generation(1) Growth (33%) • Relative TSR modifier (1) C&I Capital Generation and C&I Operating Expenses are non-GAAP financial measures. For a description of these measures and reconciliations to the most directly comparable measures calculated under GAAP, please refer to Appendix A of our definitive proxy statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on April 26, 2024.

GRAPHIC

Annual Incentive Program 4 Short-term incentive metrics evaluated annually for alignment with Company strategy and stockholder value creation Updated Financial Performance Metrics • For 2023, the Compensation Committee decreased the number of financial performance metrics and updated weightings to emphasize building for the future and to remove redundancy • The Committee determined to include C&I Capital Generation(1) as a metric in both the annual and long-term plans as it is the key performance measure of our segment that measures the capital created during a period and that we use to manage our business • In setting the financial metric targets at the beginning of 2023, the Committee determined to use a range considering the tremendous uncertainty in the economic environment at the time, the volatility in our business, and the alignment to and deterioration in the health of the non-prime consumer • Target ranges align to our annual plan and are consistent with earnings messaging • C&I Capital Generation(1) target was set below 2022 performance considering the continued impacts of the macroeconomic environment, including elevated inflation and interest rates, on the business as industry-wide credit deteriorated significantly in non-prime lending in 2022, which had direct negative effects on 2023 C&I Capital Generation(1); targets for all other metrics were set higher than prior year performance • As necessary, payouts are interpolated between threshold, target, and maximum based on actual performance, with potential payout range between 0-150% (capped at 150%) of target • Annual Incentive payouts for 2023 ranged from 100%-115% based on an achievement level of 100% under the Financial Performance metrics (weighted at 70%) and an achievement level of 100%-150% under the Qualitative Strategic component (weighted at 30%) Redesigned Annual Incentive Awards Performance Metrics Financial performance scorecard (70%) • C&I Capital Generation(1) (50%) • C&I Operating Expenses(1) (10%) • New Product/Channels (10%) Qualitative strategic component (30%) • Manage the core loan business through economic uncertainty • Continue investing in new products and omni-channel platform • Invest in data, analytics and cloud capabilities • Continue to be the employer of choice for our team members and focus on our external reputation • Advance funding and investor strategy (1) C&I Capital Generation and C&I Operating Expenses are non-GAAP financial measures. For a description of these measures and reconciliations to the most directly comparable measures calculated under GAAP, please refer to Appendix A of our definitive proxy statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on April 26, 2024.

 


OneMain (NYSE:OMF)
過去 株価チャート
から 5 2024 まで 6 2024 OneMainのチャートをもっと見るにはこちらをクリック
OneMain (NYSE:OMF)
過去 株価チャート
から 6 2023 まで 6 2024 OneMainのチャートをもっと見るにはこちらをクリック