OneMain Holdings Files Proxy Statement

TL;DR

OMH proxy statement filed, no fee. Standard shareholder info.

AI Summary

OneMain Holdings, Inc. filed a Definitive Proxy Statement (DEFA14A) on May 31, 2024. This filing is related to the company's proxy materials and does not involve a fee, as indicated by the filing values. The company was formerly known as Springleaf Holdings, Inc. and Springleaf Holdings, LLC.

Why It Matters

This filing is a standard regulatory requirement for public companies to inform shareholders about important company matters, typically ahead of shareholder meetings.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) and does not contain new financial information or strategic changes that would inherently increase risk.

Key Players & Entities

• OneMain Holdings, Inc. (company) — Registrant
• Springleaf Holdings, Inc. (company) — Former Company Name
• Springleaf Holdings, LLC (company) — Former Company Name
• 0001104659-24-067158.txt (document) — Filing Document

FAQ

Key Financial Figures

• $2,166,667 — tal LTI Target Direct Compensation 2022 $2,166,667 * $2,166,667 $4,333,334 2023 $3,525,000
• $4,333,334 — mpensation 2022 $2,166,667 * $2,166,667 $4,333,334 2023 $3,525,000 $3,525,000 $7,050,000 2
• $3,525,000 — $2,166,667 * $2,166,667 $4,333,334 2023 $3,525,000 $3,525,000 $7,050,000 2024 $2,750,000 $
• $7,050,000 — 7 $4,333,334 2023 $3,525,000 $3,525,000 $7,050,000 2024 $2,750,000 $2,750,00 $5,500,000 Co
• $2,750,000 — 3 $3,525,000 $3,525,000 $7,050,000 2024 $2,750,000 $2,750,00 $5,500,000 Compensation Progr
• $2,750,00 — 0 $3,525,000 $7,050,000 2024 $2,750,000 $2,750,00 $5,500,000 Compensation Program Transit
• $5,500,000 — 00 $7,050,000 2024 $2,750,000 $2,750,00 $5,500,000 Compensation Program Transition Period
• $5.5 million — term equity awards will decrease 22% to $5.5 million * RSU granted in February 2023 Redesign

Filing Documents

• tm2415977d1_defa14a.htm (DEFA14A) — 19KB
• tm2415977d1_defa14aimg001.jpg (GRAPHIC) — 75KB
• tm2415977d1_defa14aimg002.jpg (GRAPHIC) — 249KB
• tm2415977d1_defa14aimg003.jpg (GRAPHIC) — 222KB
• tm2415977d1_defa14aimg004.jpg (GRAPHIC) — 254KB
• 0001104659-24-067158.txt ( ) — 1124KB

From the Filing

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 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 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): 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. NYSE: OMF | June 12, 2024 2024 Annual Meeting: Supplemental Filing 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 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 • 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 c

View Full Filing

View this DEFA14A filing on SEC EDGAR