BREAD FINANCIAL HOLDINGS, INC. Files Definitive Proxy Statement

Ticker: BFH-PA · Form: DEF 14A · Filed: Apr 3, 2024 · CIK: 1101215

Bread Financial Holdings, INC. DEF 14A Filing Summary
FieldDetail
CompanyBread Financial Holdings, INC. (BFH-PA)
Form TypeDEF 14A
Filed DateApr 3, 2024
Risk Levellow
Pages14
Reading Time16 min
Key Dollar Amounts$737 M, $513M, $14.74, $10.27, $4.3 B
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, Equity Awards, Bread Financial Holdings

TL;DR

<b>Bread Financial Holdings, Inc. has filed its Definitive Proxy Statement for the period ending December 31, 2023, detailing executive compensation and equity awards.</b>

AI Summary

BREAD FINANCIAL HOLDINGS, INC. (BFH-PA) filed a Proxy Statement (DEF 14A) with the SEC on April 3, 2024. This filing is a Definitive Proxy Statement (DEF 14A) for Bread Financial Holdings, Inc. The report covers the period ending December 31, 2023. The company was formerly known as Alliance Data Systems Corp. The filing includes details on equity awards, including fair value and changes in fair value. Pension values and dividends paid on unvested shares are also reported.

Why It Matters

For investors and stakeholders tracking BREAD FINANCIAL HOLDINGS, INC., this filing contains several important signals. This DEF 14A filing is crucial for shareholders to understand executive compensation structures and the performance of equity awards, which can impact shareholder value. The detailed breakdown of equity awards, including fair values and changes, provides insight into the company's incentive programs and potential future dilution or value creation.

Risk Assessment

Risk Level: low — BREAD FINANCIAL HOLDINGS, INC. shows low risk based on this filing. The filing is a routine proxy statement, providing disclosures rather than announcing new financial performance or strategic shifts, thus posing a low immediate risk.

Analyst Insight

Shareholders should review the executive compensation details and equity award disclosures to assess alignment with company performance and long-term strategy.

Key Numbers

Key Players & Entities

FAQ

When did BREAD FINANCIAL HOLDINGS, INC. file this DEF 14A?

BREAD FINANCIAL HOLDINGS, INC. filed this Proxy Statement (DEF 14A) with the SEC on April 3, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by BREAD FINANCIAL HOLDINGS, INC. (BFH-PA).

Where can I read the original DEF 14A filing from BREAD FINANCIAL HOLDINGS, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by BREAD FINANCIAL HOLDINGS, INC..

What are the key takeaways from BREAD FINANCIAL HOLDINGS, INC.'s DEF 14A?

BREAD FINANCIAL HOLDINGS, INC. filed this DEF 14A on April 3, 2024. Key takeaways: This filing is a Definitive Proxy Statement (DEF 14A) for Bread Financial Holdings, Inc.. The report covers the period ending December 31, 2023.. The company was formerly known as Alliance Data Systems Corp..

Is BREAD FINANCIAL HOLDINGS, INC. a risky investment based on this filing?

Based on this DEF 14A, BREAD FINANCIAL HOLDINGS, INC. presents a relatively low-risk profile. The filing is a routine proxy statement, providing disclosures rather than announcing new financial performance or strategic shifts, thus posing a low immediate risk.

What should investors do after reading BREAD FINANCIAL HOLDINGS, INC.'s DEF 14A?

Shareholders should review the executive compensation details and equity award disclosures to assess alignment with company performance and long-term strategy. The overall sentiment from this filing is neutral.

How does BREAD FINANCIAL HOLDINGS, INC. compare to its industry peers?

Bread Financial Holdings operates in the personal credit institutions sector, providing credit and related services.

Are there regulatory concerns for BREAD FINANCIAL HOLDINGS, INC.?

As a publicly traded company, Bread Financial Holdings is subject to SEC regulations, including the requirement to file proxy statements for shareholder meetings.

Industry Context

Bread Financial Holdings operates in the personal credit institutions sector, providing credit and related services.

Regulatory Implications

As a publicly traded company, Bread Financial Holdings is subject to SEC regulations, including the requirement to file proxy statements for shareholder meetings.

What Investors Should Do

  1. Review the detailed executive compensation tables and disclosures.
  2. Analyze the information regarding equity awards, including grant date fair values and changes in fair value.
  3. Understand the company's reporting on pension values and dividends paid on unvested shares.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document for public companies regarding their annual meeting and executive compensation.

Filing Stats: 4,117 words · 16 min read · ~14 pages · Grade level 19.7 · Accepted 2024-04-03 08:44:34

Key Financial Figures

Filing Documents

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 102 Proposal 2: Advisory Vote on Executive Compensation 104 Proposal 3: Approval of the 2024 Omnibus Incentive Plan 105 Audit Committee Report 116 Proposal 4: Ratification of the Selection of the Independent Registered Public Accounting Firm 117 Additional Information 120 Questions and Answers about the Proxy Process 120 Attending the Virtual Annual Meeting 126 Incorporation by Reference 127 Delinquent Section 16(a) Reports 127 Householding of Annual Meeting Materials 128 Other Matters 129

Forward-Looking Statements

Forward-Looking Statements 129 Appendix A – Non-GAAP Financial Measures Reconciliation A-1 Appendix B – 2024 Omnibus Incentive Plan B-1 Table of Contents Proxy Summary This summary highlights certain information about Bread Financial, including our core practices, business highlights, corporate governance, sustainability strategy and compensation program. Stockholders are encouraged to read our entire Proxy Statement and 2024 Annual Report carefully before voting. Bread Financial|2024 Proxy Statement i Table of Contents Items of Business 01| ELECTION OF DIRECTORS The Board of Directors recommends that stockholders vote FOR the election of each of the nominees. 02| ADVISORY VOTE ON EXECUTIVE COMPENSATION The Board of Directors recommends that stockholders vote FOR the compensation paid to our named executive officers as disclosed in this proxy statement. 03| APPROVAL OF THE 2024 OMNIBUS INCENTIVE PLAN The Board of Directors recommends that stockholders vote FOR the approval of the 2024 Omnibus Incentive Plan. 04| RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors recommends that stockholders vote FOR the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for 2024. Bread Financial We are a tech-forward financial services company providing simple, personalized payment, lending and saving solutions. We create opportunities for our customers and brand partners through digitally enabled choices that offer ease, empowerment, financial flexibility and exceptional customer experiences. Driven by a digital-first approach, data insights and white-label technology, we deliver growth for our brand partners through a comprehensive suite of payment solutions that includes private label and co-brand credit cards and Bread Pay buy now, pay later products. We also offer direct-to-consumer products that give custom

Executive compensation, including response to our annual say-on-pay votes

Executive compensation, including response to our annual say-on-pay votes For more detail, see "Corporate Governance – Investor Engagement" (page 19) and "Compensation Discussion and Analysis–Say-On-Pay and Stockholder Engagement" (page 56). Associates Brand partners Customers Stockholders Regulators and government officials Community and non-governmental organizations For more detail, see "Commitment to Sustainability" beginning on page 24 of this proxy statement. Financial reporting presentation now aligns more closely to bank holding company peers, allowing for greater comparability for investors Enhanced compensation disclosures Annual Sustainability Report Other disclosures addressing matters critical to stakeholders can be found on our website, including: Human Rights Statement Environmental Policy Statement Codes of Ethics Supplier Code of Conduct Political Contributions and Activity Policy Bread Financial|2024 Proxy Statement xi Table of Contents

Executive Compensation Summary & Responsiveness

Executive Compensation Summary & Responsiveness

Executive Compensation Program Goals and Components

Executive Compensation Program Goals and Components Our executive compensation program supports our business strategy by properly incentivizing and rewarding our executives for performance, aligning our executives' interests with the long-term interests of our stockholders, and allowing us to attract, retain and motivate the highest level of executive talent to guide our business and successfully execute our strategy. We seek to achieve these objectives by linking individual pay with the Company's performance on a diverse set of financial and non-financial measures, as well as key strategic goals. Our compensation programs are structured to encourage our executives to deliver strong results over the short-term while making decisions that create sustained value for our stockholders over the long-term. Consistent with our compensation philosophy, the total target direct compensation of our named executive officers (NEOs) is heavily weighted towards variable, at-risk compensation that is tied to performance, with 87% of our CEO's total pay at risk and 79% of our other NEOs' average total pay at risk. The 2023 performance-based component for our CEO and our other NEOs comprised 62% and 60%, respectively, of such executive officers' total direct compensation. 2023 CEO TARGET PAY MIX (1) 2023 AVERAGE NEO TARGET PAY MIX (1) (1) These pay mix charts exclude amounts listed in the column titled "All Other Compensation" in the Summary Compensation Table included in this proxy statement. xii Bread Financial|2024 Proxy Statement Table of Contents Below is a more detailed summary of each component of our executive compensation program. We use each component of compensation to satisfy one or more of our compensation objectives. The Company places a significant portion of the overall target compensation for our executive officers "at risk," without encouraging excessive or unnecessary risk-taking. Form of Payment Performance Period Performance Criteria

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