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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:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

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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 the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Title of each class of securities to which transaction applies:

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Aggregate number of securities to which transaction applies:

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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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Total fee paid:

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Amount Previously Paid:

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Date Filed:

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April 13, 2021

Dear Stockholders:

On behalf of the Board of Directors, I am pleased to invite you to attend our 2021 Annual Meeting of Stockholders, which will be held on May 25, 2021 at 1:00 p.m. local time, at our offices located at 1011 Centre Road, Suite 402, Wilmington, Delaware 19805* (the “Annual Meeting”). Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying materials.

Whether or not you attend the meeting in person, it is important that your shares be represented and voted. In addition to voting in person, stockholders may vote via a toll-free telephone number or over the Internet. Stockholders who request a paper copy of the Proxy Statement and Combined Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”) by mail may also vote by completing, signing, and mailing the enclosed proxy card promptly in the return envelope provided. You can, of course, vote in person at the meeting, but you are encouraged to send in the proxy card, or vote online or by telephone, to ensure your vote is counted should you be unable to attend for any reason. You may revoke your proxy and vote in person at the meeting if you choose to do so.

Sincerely,

Douglas H. Shulman
President, Chief Executive Officer &
Chairman of the Board

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 25, 2021: This Notice of Annual Meeting and Proxy Statement and the 2020 Annual Report are available on the Internet at www.proxyvote.com.

Please note the caution regarding possible alternative arrangements for the Annual Meeting in the Notice of the 2021 Annual Meeting of Stockholders.

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ONEMAIN HOLDINGS, INC.

601 NW Second Street
Evansville, Indiana 47708

April 13, 2021

NOTICE OF THE
2021 ANNUAL MEETING OF STOCKHOLDERS

	Date and Time:			May 25, 2021 1:00 p.m., local time
	Place:			1011 Centre Road, Suite 402 Wilmington, Delaware 19805*
	Meeting Agenda:			1. To elect three Class II directors, Lisa Green Hall, Matthew R. Michelini, and Douglas H. Shulman, to serve until the 2024 Annual Meeting and until such director’s successor has been elected and qualified, or until such director’s earlier death, resignation, or removal.
				2. To approve the OneMain Holdings, Inc. Employee Stock Purchase Plan.
				3. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for OneMain Holdings, Inc. for the year ending December 31, 2021.
				4. Such other business as may be properly brought before the meeting or any adjournments or postponements thereof.
	Record Date:			In order to vote, you must have been a stockholder at the close of business on March 31, 2021.
	Voting Options:			You have three options for submitting your vote before the Annual Meeting: • Internet, through computer or mobile device such as a tablet or smartphone; • Telephone; or • Mail

Please vote as soon as possible, even if you plan to attend the Annual Meeting.

By order of the Board of Directors,

Jack R. Erkilla
Senior Vice President,
Deputy General Counsel & Secretary

We are actively monitoring the public health and travel safety concerns relating to the evolving COVID-19 situation and the advisories or mandates that federal, state, and local governments, and related agencies, may issue. In the event we determine that it is not possible or advisable to hold our annual meeting as currently planned, we will publicly announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting in a different location or solely by means of remote communication (i.e., a virtual-only annual meeting). If you are planning to attend our annual meeting, please check the Investor Relations section of our website, which can be accessed at http://investor.onemainfinancial.com, prior to the meeting date for any updated information.

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PROXY STATEMENT

This Proxy Statement and the accompanying materials are being made available to OneMain Holdings, Inc. stockholders beginning on or about April 13, 2021. In this Proxy Statement, “OMH” refers to OneMain Holdings, Inc., and the “Company,” “we,” “us,” or “our” may refer to OneMain Holdings, Inc. or to it and one or more of its subsidiaries, as the context may require. This Proxy Statement contains information to assist you in voting your shares on the matters to be presented at the Company’s 2021 Annual Meeting of Stockholders to be held on May 25, 2021 (the “Annual Meeting”).

ANNUAL MEETING AND VOTING Q&A

What is this document?

A: This document is called a Proxy Statement. This Proxy Statement includes information regarding the matters to be acted upon at the Annual Meeting and certain other information required by the Securities and Exchange Commission or “SEC” and the rules of the New York Stock Exchange or “NYSE”. This Proxy Statement is used by the Company’s Board of Directors to solicit proxies to be voted at the Annual Meeting. Proxies are solicited to give all stockholders an opportunity to vote on the matters to be presented at the Annual Meeting, even if they cannot attend the meeting.

Who pays the cost of soliciting proxies?

A: We are making this solicitation and will pay all costs of soliciting proxies. The solicitation of proxies or votes may be made by mail, in person, by telephone, or by electronic communication by our directors, officers, and employees, who will not receive any additional compensation for such solicitation activities. We also will reimburse brokerage firms and other custodians, nominees, and fiduciaries for forwarding proxy and solicitation materials to stockholders.

How is the Company distributing proxy materials?

A: We are using the SEC rule that allows companies to furnish proxy materials to their stockholders over the Internet. In accordance with this rule, on or about April 13, 2021, we mailed a Notice of Internet Availability to all stockholders entitled to vote at the Annual Meeting. By doing so, we save costs and reduce our impact on the environment. The Notice tells you how to:

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view our proxy materials for the Annual Meeting, including this proxy statement and the OneMain Holdings, Inc. Combined Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”), on the Internet and vote; and

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instruct us to send proxy materials to you by mail or email.

You may also request delivery of an individual copy of the Proxy Statement and 2020 Annual Report by contacting us by mail at OneMain Holdings, Inc., c/o Secretary, 601 NW Second Street, Evansville, Indiana 47708 or by calling our Investor Relations department at (812) 492-2582.

When and where will the Annual Meeting be held?

A: The meeting will be held on May 25, 2021, at our corporate offices located at 1011 Centre Road, Suite 402, Wilmington, Delaware 19805, beginning at 1:00 p.m., local time. Stockholders may obtain directions to the location of the meeting by contacting the Company’s Secretary at 601 NW Second Street, Evansville, Indiana 47708, Telephone: (812) 424-8031. See “What if the Annual Meeting cannot be held as currently scheduled?” below for more information.

What is the structure of our Board of Directors?

A: Our Board consists of nine members divided evenly into three classes, although currently we have eight directors and one vacancy following the resignation of our former Chairman. The Board has elected a new independent director to fill the vacancy, effective June 1, 2021. Each class serves a three-year term. Three Class II directors are up for re-election at the Annual Meeting.

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What matters will the stockholders vote on at the meeting?

You will be voting on the following:

elect three Class II directors, Lisa Green Hall, Matthew R. Michelini, and Douglas H. Shulman, to serve until the 2024 Annual Meeting, and until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, or removal (the “Director Election Proposal”);

to approve the OneMain Holdings, Inc. Employee Stock Purchase Plan (the “ESPP Proposal”).

to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 (the “Ratification of Auditors Proposal”); and

to consider and act upon any other business that may properly come before the meeting or any adjournment or postponement thereof.

What are the Board’s voting recommendations?

A:	1. Director Election Proposal	FOR each of the three nominees named in this Proxy Statement
	2. ESPP Proposal	FOR
	3. Ratification of Auditors Proposal	FOR

Who may vote at the meeting?

A. All stockholders who owned shares of Company common stock at the close of business on the record date of March 31, 2021 may attend and vote at the meeting.

How do I vote and what are the voting deadlines?

A. You can vote either in person at the meeting or by proxy whether you attend the meeting or not. You can vote by telephone or Internet by following the instructions on the proxy card. If you are a registered holder of shares of Company common stock, you can also vote by mail by completing, signing, dating, and returning your proxy card. If you hold your shares of our common stock beneficially in street name, you may submit proxies by following the voting instructions provided by your broker, bank, or other nominee. See “What If I Am A ‘Beneficial Owner?’” below for more information. If you sign your proxy card but do not specify how you want your shares voted, they will be voted as recommended by the Board. The deadline for voting by telephone or electronically is 11:59 p.m., Eastern Daylight Time, on May 24, 2021.

What If I Am a “Beneficial Owner?”

A: If you are a “beneficial owner,” also known as a “street name” holder (that is, you hold your shares of our common stock through a broker, bank or other nominee), you will receive voting instructions (including, if your broker, bank, or other nominee elects to do so, instructions on how to vote your shares by telephone or over the Internet) from the record holder, and you must follow those instructions to have your shares voted at the Annual Meeting.

What is the effect of abstentions and broker “non-votes”?

A: The inspector will treat valid proxies marked “abstain” or proxies required to be treated as broker “non-votes” as present for purposes of determining whether there is a quorum at the Annual Meeting. A broker non-vote occurs when you fail to provide your broker with voting instructions on a particular proposal and the broker does not have discretionary authority to vote your shares on that particular proposal because the proposal is not considered a “routine” matter. The only routine matter scheduled to be voted upon at the Annual Meeting is the Ratification of Auditors Proposal. The Director Election Proposal and the ESPP Proposal are considered non-routine; therefore, broker non-votes may exist in connection with those proposals. Accordingly, if you hold your shares in “street name” through a broker or other nominee, it is critical that you instruct your broker or other nominee how to vote on the Director Election Proposal and the ESPP Proposal if you want your vote to count.

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Abstentions and broker non-votes with respect to the Director Election Proposal will have no effect on the outcome of the Director Election Proposal. Abstentions will have the effect of a vote against the ESPP Proposal. Broker non-votes will have no effect on the outcome of the ESPP Proposal. No broker non-votes are expected in connection with the Ratification of Auditors Proposal, which is considered a routine matter.

Can I change my voting instructions before the meeting?

You may revoke your proxy at any time before it is voted at the Annual Meeting by:

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delivering a written notice of revocation to our Secretary at 601 NW Second Street, Evansville, Indiana 47708;

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submitting another signed proxy card with a later date;

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submitting another proxy by telephone or over the Internet at a later date; or

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attending the Annual Meeting and voting in person

If your shares are held in “street name,” please follow the directions given by the institution that holds your shares to change or revoke your voting instructions.

Is my vote confidential?

A: We keep all proxies, ballots, and voting tabulations confidential as a matter of practice. We permit only our inspector of election to examine these documents. If you write comments on your proxy card or ballot, the proxy card or ballot may be forwarded to our management and the Board to review your comments.

How many votes do I have?

A: You will have one vote for each share of Company common stock that you owned at the close of business on March 31, 2021, the record date for the meeting.

Who will tabulate and count the votes?

A: Representatives or agents of Broadridge Financial Solutions, Inc. will tabulate the votes and act as the Company’s inspector of election.

How many shares of stock are eligible to vote at the Annual Meeting?

A: At the close of business on March 31, 2021, there were a total of 134,477,096 shares of Company common stock issued and outstanding and eligible to vote at the Annual Meeting.

How many shares must be present to hold the Annual Meeting?

A: The holders of a majority of the shares of Company common stock outstanding as of the record date and entitled to vote at the Annual Meeting must be present, in person or by proxy, in order to hold the Annual Meeting and conduct business. This is called a quorum. In determining whether a quorum is present, shares represented by votes to withhold, abstentions, and broker non-votes will be deemed present at the Annual Meeting. Once a share is deemed present for any purpose at the Annual Meeting, it is deemed present for quorum purposes for the remainder of the Annual Meeting.

How many votes are required to elect directors and adopt other proposals?

A: Proposal 1—Director Election Proposal: Directors are elected by a plurality of the votes of holders of shares present, in person or by proxy, and entitled to vote at a meeting of stockholders at which a quorum is present. Accordingly, the three nominees named in this proxy statement with the highest number of “FOR” votes will be elected. Votes to withhold and broker non-votes, if any, will not have any effect on the election of a director.

Proposal 2—ESPP Proposal: Approval of the ESPP Proposal requires the affirmative vote of the holders of a majority of the total number of shares present, in person or by proxy, and entitled to vote on

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the proposal. Abstentions will have the effect of a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal 3—Ratification of Auditors Proposal: Approval of the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 requires the affirmative vote of the holders of a majority of the total number of shares present, in person or by proxy, and entitled to vote on the proposal. Abstentions will be counted as present and entitled to vote on this proposal, and will therefore have the same effect as a vote against this proposal. We do not expect there to be any broker non-votes with respect to this proposal.

Other business: All other business that may properly come before the Annual Meeting requires the affirmative vote of the holders of a majority of the total number of shares present, in person or by proxy, and entitled to vote on any such other business.

How do I attend the Annual Meeting?

A: Admission to the Annual Meeting is limited to Company stockholders or their proxy holders. In order to be admitted to the Annual Meeting, each stockholder will be asked to present proof of stock ownership and a valid government-issued photo identification, such as a driver’s license. Proof of stock ownership may consist of the proxy card, or if shares are held in the name of a broker, bank, or other nominee, i.e., in “street name,” an account statement or letter from the nominee indicating that you beneficially owned shares of Company common stock at the close of business on March 31, 2021, the record date for the Annual Meeting.

What if the Annual Meeting cannot be held as currently scheduled?

A: We currently plan to hold the Annual Meeting in person. However, we continue to actively monitor the public health and travel safety concerns relating to the evolving COVID-19 situation and the advisories or mandates that federal, state, and local governments, and related agencies, may issue. In the event we determine that it is not possible or advisable to hold the Annual Meeting as currently planned, we will publicly announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting in a different location or solely by means of remote communication (i.e., a virtual-only annual meeting). If you are planning to attend our Annual Meeting, please check the Investor Relations section of our website, which can be accessed at http://investor.onemainfinancial.com, prior to the meeting date for any updated information.

Where can I find the voting results of the Annual Meeting?

A: We intend to announce preliminary voting results at the Annual Meeting and report final results on a Current Report on Form 8-K, which we intend to file with the SEC within four business days after the Annual Meeting.

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CORPORATE GOVERNANCE

Governing Documents

The Company’s corporate governance framework is primarily composed of the following:

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Corporate Governance Guidelines (“Governance Guidelines”)

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Audit Committee Charter

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Compensation Committee Charter

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Nominating and Corporate Governance (“NCG”) Committee Charter

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Compliance Committee Charter

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Risk Committee Charter

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Code of Business Conduct and Ethics (“Code of Conduct”)

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Code of Ethics for the Principal Executive and Senior Financial Officers (“Principal Officer Code”)

These documents are accessible on the Company’s website at http://www.onemainfinancial.com by clicking on “Investor Relations” at the bottom of the webpage and then “Corporate Governance.” You also may obtain a free copy of any of these documents by sending a written request to our Secretary at OneMain Holdings, Inc., 601 NW Second Street, Evansville, Indiana 47708. We intend to disclose any material amendments to or waivers of our Code of Conduct and Principal Officer Code requiring disclosure under applicable SEC or NYSE rules on our website within four business days of the date of any such amendment or waiver in lieu of filing a Current Report on Form 8-K pursuant to Item 5.05 thereof.

Corporate Governance Guidelines

The Governance Guidelines set forth the Company’s primary principles and policies regarding corporate governance. The Board reviews the Governance Guidelines from time to time as deemed appropriate by the Board. The Governance Guidelines are supplemented by the Code of Conduct and the Principal Officer Code, as well as by policies and procedures addressing specific topics and practices.

Codes of Conduct

The Board adopted a Code of Conduct to help ensure that the Company abides by applicable laws and corporate governance standards. This code applies to all directors, employees, and officers, including our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and principal accounting officer. The Board has also adopted a Principal Officer Code that applies to our CEO, CFO, and principal accounting officer. The Code of Conduct and the Principal Officer Code are available on our website as outlined above.

Board’s Role in Risk Oversight

While management is responsible for day-to-day risk management of the Company’s operations, the Board is responsible for overseeing enterprise-wide risks. The Board uses its standing committees (discussed below) to monitor and address risk management within the scope of each committee’s expertise or charter. For example: the Audit Committee oversees the financial statements, accounting, and auditing functions and related risk; the Compensation Committee oversees the Company’s compensation programs, including goals, objectives, performance, and compensation for our CEO and other executive officers, and the compensation disclosure in this Proxy Statement; and the NCG Committee oversees director qualifications, Board structure, and corporate governance matters. The Board also has established a Compliance Committee to oversee regulatory compliance matters, which provides regular reports to the Board. The Risk Committee oversees the development and implementation of systems and processes to identify, manage, and mitigate reasonably foreseeable material risks to the Company and to assist the Board and its committees in fulfilling their responsibilities for risk management, including cybersecurity and information security risks.

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In addition to getting information from its committees, the Board also receives updates directly from members of management. In this regard, Douglas H. Shulman, due to his position as President and CEO and Chairman of the Board of the Company, is particularly important in communicating with other members of management and keeping the Board updated on the important aspects of the Company’s operations.

Independent Directors

We recognize the importance of having an independent Board that is accountable to the Company and its stockholders. Accordingly, the Governance Guidelines provide that a majority of the Board’s directors shall be independent in accordance with the NYSE listing standards. Our Board has affirmatively determined that Lisa Green Hall, Roy A. Guthrie, Peter B. Sinensky, Matthew R. Michelini, Aneek S. Mamik, and Richard A. Smith are “independent” under Section 303A.02 of the NYSE listing standards. In making these determinations, the Board considered all relevant facts and circumstances as required by applicable NYSE listing standards

Presiding Independent Director

Our presiding independent director provides significant independent Board leadership. Mr. Guthrie has served as our presiding independent director since the 2014 Annual Meeting of Stockholders. The presiding independent director’s responsibilities include leading executive sessions of the independent directors and serving as an informal liaison between the independent directors and the Chairman and CEO. The Company’s independent directors met in executive session without management two times in 2020.

Environmental, Social, and Governance Responsibility

Our approach to Environmental, Social, and Governance (“ESG”) is a natural extension of our reputation as a responsible lender with a track record of superb customer service.

Whether we are supporting employees, building healthy communities, limiting our environmental impact, or maintaining sound governance practices, we are unwavering in our customer-focused mission. We identify where we can have the most impact, collectively and individually, and make sure each employee is equipped to inspire and influence others to live and work responsibly.

In 2020, we issued our first ESG Report, which provides an overview of our ESG initiatives from 2019 and is available at https://www.onemainfinancial.com/pdf/OneMainESGoverview.pdf. We will issue an ESG Report later in 2021 that will update stakeholders on the progress that we made in 2020. In the interim, you can find current information about our ESG efforts on our Investor Relations website at http://investor.onemainfinancial.com by clicking on the “Events & Presentations” tab and then “Presentations.” We are providing the addresses to our website solely for the information of our investors and do not intend the addresses to be active links or to otherwise incorporate the contents of the website into this proxy statement.

Board, Committee, and Annual Meeting Attendance

The Board held eight meetings during 2020. Each director attended at least 75% of Board and committee meetings held during the period he or she served, except for Mr. Michelini, who attended at least 75% of Board meetings but less than 75% of total Board and committee meetings. Directors are invited and encouraged, but are not required, to attend the Annual Meeting. One of the Company’s directors attended the Company’s 2020 Annual Meeting of Stockholders.

Communications with the Board of Directors

Any Company stockholder or other interested party who wishes to communicate with the Board or any of its members may do so by writing to: Board of Directors (or one or more named directors), c/o Jack R. Erkilla, Senior Vice President, Deputy General Counsel & Secretary, OneMain Holdings, Inc., 601 NW Second Street, Evansville, Indiana 47708 or visit https://investor.onemainfinancial.com/corporate-governance/contact-the-board/default.aspx.

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Communications with the Audit Committee

Complaints and concerns relating to the Company’s accounting, financial reporting, internal accounting controls, or auditing matters (together, “Accounting Matters”) should be communicated to the Audit Committee of the Board. Any such communications may be made on an anonymous basis. Employee concerns or complaints may be reported to the Audit Committee through approved internal channels or by contacting a third-party vendor, Navex Global, Inc., that has been retained by the Audit Committee for this purpose. Navex Global may be contacted toll-free at (855) 296-9088, or via the Internet at http://www.onemainfinancial.alertline.com. Outside parties, including stockholders, may bring issues regarding Accounting Matters to the attention of the Audit Committee by writing to: Audit Committee, c/o Jack R. Erkilla, Senior Vice President, Deputy General Counsel & Secretary, OneMain Holdings, Inc., 601 NW Second Street, Evansville, Indiana 47708.

All complaints and concerns will be reviewed under the direction of the Audit Committee and overseen by the General Counsel and other appropriate persons as determined by the Audit Committee. The General Counsel also prepares a periodic summary report of all such communications for the Audit Committee.

Criteria and Procedures for Selection of Director Nominees

Although the Board retains ultimate responsibility for nominating members for election to the Board, the NCG Committee of the Board conducts the initial screening and evaluation process. As provided in the Company’s Governance Guidelines, director nominees, including those directors eligible to stand for re-election, are selected based on, among other things, the following factors:

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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;

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the nominee’s reputation for honesty and ethical conduct in his or her personal and professional activities;

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experiences, skills, and expertise;

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diversity;

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business judgment;

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composition of the Board;

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requirements of applicable laws and NYSE listing standards;

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time availability and dedication; and

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conflicts of interest.

While the NCG Committee has not adopted a formal diversity policy for the selection of director nominees, diversity is one of the factors that the committee considers in identifying director nominees. When evaluating diversity, the NCG Committee considers general principles of diversity in the broadest sense including diversity of thought, educational and professional background, gender, race, age, sexual orientation, or ethnic and national background. The NCG Committee seeks to recommend 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. We presently have two female directors, one of whom is African-American. As of June 1, 2021, we will be adding a female African-American director to fill the existing vacancy on the Board.

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. While the NCG Committee’s Charter and our Governance Guidelines provide that the NCG Committee may, if it deems appropriate, establish procedures to be followed by stockholders in submitting recommendations for director candidates, the NCG Committee has not, at this time, put in place a formal policy with regard to such procedures. This is because our Amended and Restated Bylaws, as amended (the “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

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directors. The Board believes that it is appropriate for the Company not to have a specific policy since stockholders may submit recommendations for director candidates by following the procedures set forth in the Bylaws, as summarized below.

The Bylaws require a stockholder who desires to nominate a candidate for election to the Board at an annual meeting of stockholders to timely submit certain information to Secretary, OneMain Holdings, Inc., 601 NW Second Street, Evansville, Indiana 47708. This information includes, among other things:

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the stockholder’s name and address, and the class, series, and number of shares that he or she beneficially owns;

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a representation that the stockholder intends to appear in person or by proxy at the Annual Meeting;

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the name, address, and certain other information regarding the stockholder’s nominee for director;

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a description of any arrangement or understanding between the stockholder and the director nominee or any other person (naming such person(s)) in connection with the making of such nomination to the Board; and

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a completed questionnaire with respect to the prospective nominee’s background and the background of any other person on whose behalf the nomination is being made, and certain written representations and agreements from such persons concerning their independence and compliance with applicable laws.

To be timely, a stockholder must submit the information required by the Bylaws not less than 90 days nor more than 120 days in advance of the anniversary date of the immediately preceding Annual Meeting of stockholders. The Bylaws include special notice provisions if no annual meeting was held in the previous year or if the Annual Meeting is called for a date that is not within 30 days before or after the anniversary date of the preceding Annual Meeting. While these provisions of the Bylaws permit a stockholder to nominate a candidate for election to the Board, such nominations will be subject to certain rights of OMH Holdings L.P. (the “Acquisition Entity”) or its permitted transferees under the A&R Stockholders Agreement (as defined below). See “Certain Relationships and Related Party Transactions—Amended and Restated Stockholders Agreement” below for more information.

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BOARD OF DIRECTORS

Our Restated Certificate of Incorporation, as amended, provides that the Board shall consist of not less than three and not more than eleven directors, as may be determined from time to time by a majority of the entire Board. Our Board consists of nine members divided evenly into three classes, although currently we have eight directors and one vacancy following the resignation of our former Chairman. The Board has elected a new independent director to fill the vacancy, effective June 1, 2021. As of the date of this Proxy Statement, seven of the eight members of the Board are non-employee directors.

The Company’s Board is currently classified as follows:

Class

Term
Expiration

Director

Class I

2023

Roy A. Guthrie
Peter B. Sinensky

Class II

2021

Lisa Green Hall
Matthew R. Michelini
Douglas H. Shulman

Class III

2022

Valerie Soranno Keating
Aneek S. Mamik
Richard A. Smith

The Restated Certificate of Incorporation, as amended, does not provide for cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of Company common stock can elect all of the directors standing for election.

See also the discussion under the caption “Certain Relationships and Related Party Transactions—Amended and Restated Stockholders Agreement” and “—Apollo-Värde Transaction” below.

Committees of the Board of Directors

The Board has five principal standing committees: Audit, NCG, Compensation, Compliance, and Risk Committees, as well as an Executive Committee. The Audit Committee, the NCG Committee, and the Compensation Committee consist entirely of non-employee directors, and the Board has determined that each member of these committees is “independent” within the meaning of the NYSE listing standards. Members of the Compliance and Risk Committees are not required to be independent directors. Each of the Board’s five principal standing committees operates pursuant to a written charter, and each such charter is available on the Company’s website at https://www.onemainfinancial.com and is also available to stockholders upon written request, addressed to Secretary, OneMain Holdings, Inc., 601 NW Second Street, Evansville, IN 47708.

Audit Committee

The Audit Committee’s responsibilities and purposes are to: (i) assist the Board in its oversight of (a) the integrity of the Company’s financial statements, (b) the Company’s compliance with legal and regulatory requirements, (c) the annual independent audit of the Company’s financial statements, the engagement of the independent registered public accounting firm, and the evaluation of the independent registered public accounting firm’s qualifications, independence, and performance, and (d) the performance of the Company’s financial reporting process and internal audit function; (ii) determine whether to recommend to the stockholders the appointment, retention, or termination of the Company’s independent registered public accounting firm; (iii) review, approve, or ratify related party transactions and other matters that may pose conflicts of interest; and (iv) pre-approve all audit, audit-related, and other services, if any, to be provided by the independent registered public accounting firm. The Audit Committee also participates in the certification process relating to the filing of certain periodic reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and prepares the Report of the Audit Committee required under the proxy rules of the SEC to be included in the proxy statement for each annual meeting of stockholders.

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The current members of the Audit Committee are Messrs. Guthrie (Chair), Sinensky, and Smith. The Board has determined that: (i) each member of the Audit Committee is “independent”; (ii) each member of the Audit Committee is “financially literate”; and (iii) Mr. Guthrie is an “audit committee financial expert,” as such terms are defined under the Exchange Act or the NYSE listing standards, as applicable. The Audit Committee met nine times in 2020.

Nominating and Corporate Governance Committee

The NCG Committee’s responsibilities and purposes are to: (i) identify and recommend to the Board individuals qualified to serve as directors of the Company and on committees of the Board; (ii) advise the Board as to the Board’s composition, procedures, and committees; (iii) develop and recommend to the Board a set of corporate governance guidelines and maintain and update such guidelines, as appropriate; and (iv) oversee the annual self-evaluation of the Board and its committees. See “Corporate Governance—Criteria and Procedures for Selection of Director Nominees” above for more information about the process for identifying and evaluating nominees for director.

The current members of the NCG Committee are Messrs. Smith (Chair), Mamik, and Sinensky. The Board has determined that each of the members is “independent” within the meaning of the NYSE listing standards. The NCG Committee met four times in 2020.

Compensation Committee

The Compensation Committee’s responsibilities and purposes are to: (i) oversee the Company’s compensation and employee benefit plans and practices, including its executive compensation plans and its material incentive-compensation and equity-based plans; (ii) evaluate annually the appropriate level of compensation for Board and committee service by non-employee directors; (iii) evaluate the performance of the President and CEO and other executive officers; (iv) review and discuss with management the Company’s Compensation Discussion and Analysis to be included in the Company’s annual proxy statement and annual report filed with the SEC; and (v) prepare the Compensation Committee Report as required by the rules of the SEC. The Compensation Committee also has the authority to retain and terminate compensation consultants and approve the terms of any such engagement.

Additional information regarding the Compensation Committee’s processes and procedures for consideration of director compensation and executive compensation are set forth below under “Executive Compensation—Compensation Discussion and Analysis” and “Executive Compensation—Non-Employee Director Compensation,” respectively.

The Compensation Committee may form subcommittees for any purpose that the Compensation Committee deems appropriate and may delegate to such subcommittees such power and authority as the Compensation Committee deems appropriate, except that no subcommittee shall consist of fewer than two members and that the Compensation Committee shall not delegate to a subcommittee any power or authority required by any law, regulation, or listing standard to be exercised by the Compensation Committee as a whole.

The current members of the Compensation Committee are Messrs. Michelini (Chair), Guthrie, and Mamik. The Board has determined that each member of the Compensation Committee is “independent” within the meaning of the NYSE listing standards.

The “independent” directors who are appointed to the Compensation Committee are also “non-employee” directors, as defined in Rule 16b-3(b)(3) under the Exchange Act. The Compensation Committee met four times in 2020.

Compliance Committee

The Compliance Committee’s primary responsibility is to oversee the Company’s efforts to comply with laws and regulations and related programs, policies, and procedures, other than matters of financial reporting compliance, which are the responsibility of the Audit Committee.

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Among other things, the Compliance Committee assists the Board in its oversight function with respect to: (i) ensuring that the Company has an effective compliance program; (ii) monitoring regulatory risks and ensuring that there are appropriate policies, procedures, and controls to address them; (iii) fostering good relationships with regulators; and (iv) identifying changes to laws, regulations, and best practices that may require changes to compliance programs or business practices.

The current members of the Compliance Committee are Ms. Keating (Chair) and Messrs. Guthrie and Michelini. The Compliance Committee met five times in 2020.

Risk Committee

The Risk Committee’s primary responsibility is to oversee the development and implementation of the Company’s enterprise risk management program. The Risk Committee does this by, among other things: (i) overseeing the development and implementation of systems and processes designed to identify, manage, and mitigate reasonably foreseeable material risks to the Company; (ii) assisting the Board and the other Board committees in fulfilling their oversight responsibilities for the risk management functions of the Company; and (iii) overseeing the development and implementation of appropriate enterprise-wide strategies and policies to identify, monitor, manage, control, timely report, and mitigate material risks, including financial and non-financial, on and off-balance sheet, and current and contingent exposures.

The current members of the Risk Committee are Messrs. Mamik (Chair), Guthrie, and Michelini. The Risk Committee met three times in 2020.

Executive Committee

The Executive Committee serves as an administrative committee of the Board to act upon and facilitate the consideration by senior management and the Board of certain high-level business and strategic matters. Our Executive Committee currently consists of Messrs. Shulman, Mamik, and Michelini.

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PROPOSAL 1:
ELECTION OF DIRECTORS

The terms of the Class II directors, consisting of Lisa Green Hall, Matthew R. Michelini, and Douglas H. Shulman will expire at the Annual Meeting. Each incumbent Class II director has been nominated by the Board to serve as a continuing director for a new three-year term expiring at the 2024 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.

In determining whether to nominate each of the Class II directors for another term, the Board considered the factors discussed above under “Corporate Governance—Criteria and Procedures for Selection of Director Nominees” and concluded that each possesses the talents, backgrounds, perspectives, attributes, and skills 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. The age, principal occupation, and certain other information for each director nominee and the continuing directors serving unexpired terms are set forth below. 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 re-election.

The Board recommends a vote FOR the election of each of the nominees listed below for director.

Class II Director Nominees—Terms expire in 2024

Lisa Green Hall, age 56

Director of the Company since 2020

Ms. Hall joined Apollo Global Management, LLC (a global private equity firm) (“Apollo”) in 2020 as part of the Private Equity team and is responsible for elements of the firm’s new impact investing platform, including serving as Chair of the Advisory Committee for the impact investing business. From 2018 through 2020, Ms. Hall was a Fellow in Residence at Georgetown University’s Beeck Center for Social Impact + Innovation, which engages global leaders to drive social change and impact at scale. Prior to that time, she was a Managing Director at Anthos Fund & Asset Management (“AFAM”) from 2013 through 2017, where she launched and managed the firm’s impact investing portfolio. Prior to AFAM, Ms. Hall was President and CEO of Calvert Impact Capital. Ms. Hall currently serves on the boards of Habitat for Humanity International and Community Development Trust. Ms. Hall graduated with a B.S. in Economics from the University of Pennsylvania and from Harvard Business School with an M.B.A.

Ms. Hall’s broad experience and proven track record of advocating for underserved communities and investing in socially conscious organizations led to her nomination to the Board.

Ms. Hall was initially designated as a nominee by OMH Holdings, L.P. pursuant to the terms of the amended and restated stockholders agreement described under “Certain Relationships and Related Party Transactions—Amended and Restated Stockholders Agreement.”

Matthew R. Michelini, age 39

Director of the Company since 2018; Chair of the Compensation Committee and member of the Compliance, Risk, and Executive Committees

Mr. Michelini is a Senior Partner at Apollo and Co-Head of Apollo’s Hybrid Value Fund. He joined Apollo in July 2006. Prior to joining Apollo, Mr. Michelini was a member of the Mergers and Acquisitions group of Lazard Frères & Co. (a financial advisory and asset management firm) from 2004 to 2006. Mr. Michelini serves on the boards of directors of Athene Holding Ltd. and Venerable Holdings, Inc. He previously served on the boards of directors of Noranda Aluminum Holding Corporation (formerly NYSE listed under “NOR”), Aleris Corporation, and Warrior Met Coal, Inc. Mr. Michelini graduated from Princeton University with a B.S. in mathematics and a Certificate in Finance and received his M.B.A. from Columbia University.

Mr. Michelini’s experience in the consumer finance industry, extensive private equity experience, and familiarity with the Company led to his nomination to the Board.

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Douglas H. Shulman, age 53

Director of the Company since 2018; Chairman of the Board since January 2021; President and Chief Executive Officer; member of the Executive Committee

Mr. Shulman joined the Company as President and CEO in September 2018. 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 & Company from 2013 to 2014.

From 2008 to 2012, Mr. Shulman served as the Commissioner of the Internal Revenue Service (IRS), 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, NASD, 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.

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.

Mr. Shulman was appointed as Chairman of the Board effective December 31, 2020.

Mr. Shulman’s experience in the financial services industry and government services led to his nomination to the Board.

Class III Directors—Terms expire in 2022

Aneek S. Mamik, age 42

Director of the Company since 2018; Chair of the Risk Committee and member of the Compensation, NCG, and Executive Committees

Mr. Mamik is a Senior Managing Director at Värde Partners, Inc. (“Värde”) (a global investment management and advisory firm) and is the Co-Head of Värde Global Financial Services. He joined Värde in 2016, initially as Head of Financial Services for North America. Prior to joining Värde, Mr. Mamik spent 15 years at General Electric, where he most recently led mergers and acquisitions for GE Capital Headquarters (“GE Capital”). He led the initial public offering and subsequent $20 billion stock split off of Synchrony Financial. Mr. Mamik pursued acquisitions globally as part of GE Capital’s expansion and led some of the largest transactions in specialty finance. While at GE Capital, Mr. Mamik also had senior executive experience in capital allocation, strategy, and finance across consumer and commercial lending. Mr. Mamik serves on several boards, including Mercury Financial LLC and Latitude Financial (Australia & New Zealand). He previously served on the boards of Fairstone Financial (Canada) and Deephaven Mortgage LLC. Mr. Mamik received a bachelor’s degree in accounting and a master’s in business from Monash University in Australia. He is qualified as a member of the Institute of Chartered Accountants in Australia.

Mr. Mamik’s extensive experience in the consumer finance industry, private equity experience, and familiarity with the Company led to his nomination to the Board.

Richard A. Smith, age 67

Director of the Company since 2018; Chair of the NCG Committee and member of the Audit Committee

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

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Mr. Smith’s leadership, Realogy was recognized as one of the World’s Most Ethical Companies by Ethisphere Institute for seven consecutive years. In 2012, the Company completed one of the largest initial public offerings of the year, and in 2014, it acquired ZipRealty Inc. to leverage its innovative technology platform across Realogy’s franchise brands and company-owned brokerage operations in the U.S.

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 has served as a director and member of the Audit Committee of TZP Strategies Acquisition Corp. since January 2021. 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. Mr. Smith is also a member of the board of directors of W.C. Bradley Companies, a privately held company headquartered in Columbus, Georgia. Mr. Smith earned his B.S. degree from Columbus State University and received his M.S. degree from Troy State University.

Mr. Smith’s experience and success as a chief executive officer of a public company led to his nomination to the Board.

Valerie Soranno Keating, age 57

Director of the Company since 2018; Chair of the Compliance Committee

Ms. Keating has been senior advisor to a number of private equity firms in the U.S. and Europe since 2017. From November 2009 through May 2015, she was the Chief Executive Officer of Barclaycard, the global payments division of Barclays PLC (“Barclays”), with $60 billion in assets and over 30 million customers throughout the U.S., Europe, and South Africa. Businesses in the Barclaycard portfolio included consumer credit, charge and prepaid cards, digital and in-store sales finance, commercial payments, online personal loans, online deposits, digital merchant offers, wearable payment devices, and merchant acquisition. Before joining Barclays, Ms. Keating held a variety of executive positions at American Express Company from May 1993 through May 2009, including President Travelers Cheques & Prepaid Services, Executive Vice President Global Commercial Services, Executive Vice President Global Merchant Services, Emerging Global Businesses & Network Expansion, and Vice President Corporate Strategic Planning. Prior to that, she was a management consultant at Kearney, Inc. from September 1985 through July 1991 and at the Amherst Group Limited from July 1991 through May 1993. Ms. Keating has served on a number of boards including American Express Incentive Services from June 2001 through July 2007, Travelers Cheques Associates Ltd. from June 2002 through July 2007, Junior Achievement International from January 2003 through June 2009, Harbor Payments, Inc. from May 2008 through June 2009, Barclays Bank of Delaware as Chairman of the Board from January 2010 through August 2015, Visa Europe from October 2011 through August 2015, Apexx Fintech Limited from July 2017 through October 2020, CPI Card Group Inc. (where she is also Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee) since May 2018, Engage People Inc. since August 2018, and Finserv Acquisition Corp. II since February 2021. Ms. Keating holds a B.S. degree in business administration from Lehigh University. She brings to the Board over 20 years of experience in both executive and board roles across a broad spectrum of lending and payments and related businesses.

Ms. Keating’s success as the Chief Executive Officer of Barclaycard, as well as her many years of experience in and knowledge of the consumer finance industry, led to her nomination to the Board.

Class I Directors—Terms expire in 2023

Phyllis R. Caldwell, age 61

Director of the Company, effective June 1, 2021

Ms. Caldwell was elected as a director in March 2021, effective June 1, 2021. Ms. Caldwell currently serves as Chair of the Board of Directors of Ocwen Financial Corp., a non-bank mortgage servicer and originator, where she has served as a director since January 2015. She is founder and managing member of Wroxton Civic Ventures, LLC, which provides advisory services on various financial, housing and economic development matters, a position she has held since January 2012. Previously, Ms. Caldwell was Chief

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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 established through the Troubled Asset Relief Program, from November 2009 to December 2011. From December 2007 to November 2009, Ms. Caldwell was the President and Chief Executive Officer of the Washington Area Women’s Foundation.

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. Since January 2014, Ms. Caldwell has served as an independent director of City First Bank of DC. Since October 2018, Ms. Caldwell has also served as a member of the board of directors of MicroVest Holdings, Inc. From January 2014 through September 2018, Ms. Caldwell served as an independent director of American Capital Senior Floating, Ltd., a business development company. Ms. Caldwell has also served on the boards of numerous non-profit organizations engaged in housing and community development finance. Ms. Caldwell received her M.B.A. from the Robert H. Smith School of Business at the University of Maryland, College Park and holds a B.A. in Sociology, also from the University of Maryland.

Ms. Caldwell’s extensive experience in the housing and financial services industries, both in the private sector and as a senior government official, and her experience as a board member of other public companies in the financial services industry led to her nomination to the Board.

Roy A. Guthrie, age 67

Director of the Company since 2012; Chair of the Audit Committee and member of the Compensation, Risk, and Compliance Committees

Mr. Guthrie was elected as a director in December 2012. 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. Mr. Guthrie also previously served as a director of Discover Bank, a subsidiary of Discover, from 2006 through the end of 2011. Prior to joining Discover, Mr. Guthrie was President and Chief Executive Officer of CitiFinancial International, LTD, a consumer finance business of Citigroup Inc. (“Citigroup”) (a global banking institution), 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 currently serves as Chairman of the Executive Committee of the Board of Directors of Renovate America Inc., a privately held leading provider of Home Energy Renovation Opportunity (HERO) loans in the U.S. through Property Assessed Clean Energy (PACE) programs. Mr. Guthrie also has served as a director and member of the Audit Committee of Nationstar Mortgage Holdings Inc. (a residential mortgage loan originator and servicer) and its successor, Mr. Cooper Group 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. In addition, he has served as a director of Cascade Acquisition Corp. since its initial public offering in November 2020. He previously served as a director of Bluestem Brands, Inc. from November 2010 until September 2014, as a director of Student Loan Corporation from December 2010 until January 2012, as a director of Garrison Capital LLC from June 2011 until August 2015, as a director of Enova International, Inc. from January 2012 until July 2012, as a director of Dell Bank International from September 2012 until September 2014, and as a director and Chairman of the Audit Committee of LifeLock, Inc. (an identity theft protection company) from October 2012 until February 2017. He holds a B.A. in economics from Hanover College and an M.B.A. from Drake University.

Mr. Guthrie’s experience as a chief financial officer of two publicly traded companies, his vast experience with and knowledge of the consumer finance industry, his experience and background in finance and accounting, and his experience as a director and executive officer of publicly traded companies led the Board to conclude that he should serve as a director.

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EXECUTIVE OFFICERS

Executive officers are chosen by and serve at the discretion of the Board. Set forth below is information pertaining to our executive officers as of March 31, 2021:

Name	Age	Title
Douglas H. Shulman	53	President and Chief Executive Officer
Micah R. Conrad	49	Executive Vice President and Chief Financial Officer
Rajive Chadha	56	Executive Vice President and Chief Operating Officer

Douglas H. Shulman

Chairman, President and Chief Executive Officer and Director

Please see Mr. Shulman’s biographical information above under the heading “Proposal 1: Election of Directors—Class II Directors—Terms expire in 2024.”

Micah R. Conrad

Executive Vice President and Chief Financial Officer

Mr. Conrad was appointed as interim CFO on March 26, 2019 and as Executive Vice President and CFO on April 25, 2019. Mr. Conrad has served as Executive Vice President of the Company since March 2017 and as Senior Vice President of the Company from November 2015 through March 2017. Prior to that, Mr. Conrad served as Chief Financial Officer of OneMain Financial Holdings, Inc. (a consumer finance lender) from 2013 until November 2015, when it was acquired by the Company (then known as Springleaf Holdings, Inc.) from CitiFinancial Credit Company. Before taking his position at OneMain Financial Holdings, Inc., Mr. Conrad was a managing director at Citigroup (a global banking institution) and served in a variety of senior finance roles within Citi Holdings, Global Wealth Management and Institutional Clients Group. Mr. Conrad also serves as a director, Executive Vice President, and Chief Financial Officer of OneMain Finance Corporation (formerly Springleaf Finance Corporation) (“OMFC”), a wholly owned direct subsidiary of OMH.

Rajive Chadha

Executive Vice President and Chief Operating Officer

Mr. Chadha was appointed as Executive Vice President and Chief Operating Officer (“COO”) on June 24, 2019. Mr. Chadha previously served as Executive Vice President, Head—Consumer Bank Products & Origination Partnerships at Regions Bank, the banking subsidiary of Regions Financial Corporation, from 2015 until he joined the Company. From 2013 to 2015, he was Head of Strategic Initiatives—Payments & Banking at Discover. Mr. Chadha was President of Diners Club International Ltd., a subsidiary of Discover, from 2008 to 2012. Before that, he spent approximately 20 years at Citigroup (a global banking institution) and held a number of positions, including President of the North America Auto Finance Division, Retail Mortgage Head, and Chief Operating Officer of the Consumer Lending Division, where he managed the home equity and personal loans business. Mr. Chadha holds a Master of Business Administration degree from the Indian Institute of Management, Ahmedabad, India and a Bachelor of Arts (Honors) degree in Economics from St. Stephen’s College, Delhi, India.

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EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis set forth below with management and, based upon such review and discussion, recommended to the Board that the Compensation Discussion and Analysis set forth below be included in the Company’s Proxy Statement and incorporated by reference in the 2020 Annual Report.

Compensation Committee of the Board of Directors
Matthew R. Michelini, Chairman
Roy A. Guthrie
Aneek S. Mamik

Compensation Discussion and Analysis

In this section, we discuss our compensation philosophy and describe the compensation for our President and CEO and our other “named executive officers” within the meaning of Item 402 of Regulation S-K (together, the “NEOs”). We explain how our Board’s Compensation Committee (referred to as the “Committee” in this section) determines compensation for our NEOs and its rationale for 2020 compensation decisions.

The following individuals are our 2020 NEOs:

	Name			Title
	Douglas H. Shulman			President and Chief Executive Officer
	Micah R. Conrad			Executive Vice President and Chief Financial Officer
	Rajive Chadha			Executive Vice President and Chief Operating Officer
	John C. Anderson			Former Executive Vice President and General Counsel(1)

(1)

Mr. Anderson resigned as Executive Vice President and General Counsel effective January 2, 2020 but remained a non-executive officer employee of the Company through his retirement on February 21, 2020.

Executive Summary

Overview

Our executive compensation program is designed to align with our business strategy and to reward achievement of financial targets and effective strategic leadership—key elements in building sustainable value for our stockholders. We benchmark our executive compensation decisions against a relevant group of peer companies (the “Peer Group”)—all of which we believe are potential competitors for the national caliber of executive talent required to manage a large, decentralized, multi-state consumer finance lender.

In 2020, we continued our annual and long-term incentive programs through awards of cash, restricted stock units, or RSUs, that are service-based (vesting over time based on continued service), and RSUs that are performance-based (vesting based on the achievement of pre-established performance goals and continued service), resulting in the following incentive compensation mix:

Annual Incentive

Long-Term Incentive

Cash Incentive

Service-based RSUs
(service vesting)

Performance-based RSUs
(performance and service vesting)

1/3

2020 Achievements

While challenging, 2020 demonstrated the strength and endurance of our business and our employees. Our 2020 results reflect the impact that COVID-19 had on our businesses and our customers. Initial

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operational disruptions, combined with actions taken by management to tighten underwriting standards, which reduced originations to higher risk applicants, and a reduction in the demand for personal loans, resulted in modest decline in net finance receivables, from $18.4 billion to $18.1 billion as of December 31, 2019 and 2020, respectively. The effects of the pandemic and the ensuing economic downturn on our 2020 net income and fully diluted earnings per share under U.S. generally accepted accounting principles (“GAAP”), resulted in a decrease from $855 million and $6.27, respectively, in 2019, to $730 million and $5.41, respectively, in 2020. We are proud of this financial performance during an unprecedented pandemic and the accompanying economic downturn.

We continued to enhance stockholder value by investing for growth, maintaining an efficient capital structure, and returning excess capital to stockholders through our dividend program and share repurchases. During 2020, we returned $852 million to stockholders through dividends and stock repurchases while maintaining a strong balance sheet. We expect to maintain a minimum quarterly dividend of $0.45 per share. Dividends above the minimum will be evaluated by the Board every first and third quarters, as is consistent with prior quarters and the Company’s capital allocation strategy.

We also met or exceeded the majority* of the following quantitative performance targets under our annual incentive program:

Economic Earnings	$	1.000 billion(1)
GAAP Net Charge-Offs*	$	997 million
GAAP Operating Expenses*	$	1.329 billion
Economic Unlevered Return on Receivables (RoR) %*		13.1%(1)

Target met or exceeded

(1)

Non-GAAP Financial Measures. See “Our 2020 Executive Compensation Program in Detail—Annual Incentive Compensation” below.

Management’s Response to COVID-19

COVID-19 has resulted in widespread volatility and deterioration in economic conditions across the U.S. and has greatly affected our employees, customers, communities, and stockholders. In the face of these challenges, the Company took action to support our employees and our businesses to maximize long-term value for our stockholders. Some of these actions include:

•

Maintaining health and safety measures for our customers and workforce. We are committed to the safety of our employees, while also continuing to serve our customers by keeping our branch locations open with appropriate protective protocols in place (for example, social distancing practices and deep cleanings as necessary).

•

Maintaining strong capital and liquidity. We have maintained a strong balance sheet and liquidity profile as a result of numerous actions taken over the last several years, which has allowed us the flexibility to address COVID-19 from a position of strength.

•

Initiating proactive cost saving measures. In March 2020, due to the uncertainty of the impact of the COVID-19 pandemic on our business at that time, we initiated several proactive cost saving measures to partially mitigate the anticipated impact of COVID-19, while continuing to maintain our focus on the short- and long-term success of the Company.

•

Deploying business continuity plans and refining and strengthening our digital capabilities. We deployed our existing business continuity plans which are designed to ensure operational flexibility, including the ability of our employees to work remotely. Additionally, we have accelerated our digital origination strategy and digitally originated more than 30% of our personal loans during 2020 and more than 40% in the fourth quarter of 2020.

•

Continuing to enhance our underwriting. We continued to monitor and evaluate our underwriting standards as we further understood the evolving impacts COVID-19 was having on local-level economies and refined our underwriting as we introduced more granular geographic and industry segmentation.

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•

Focusing on serving our customers. Our top priority is to service and care for our customers. Beginning in March 2020, we increased proactive outreach to customers, offering to support them through our borrower assistance programs, which included reduced and deferred payment options, waiving of late fees, and temporary suspension of credit bureau reporting.

Our Executive Compensation Program

Our NEO compensation program consisted of the following principal components:

•

Base salary

•

Cash incentive (paid in a lump sum)

•

RSUs (service-based vesting)

•

Performance-based RSUs (vesting based on performance and continued service for a three-year performance period)

Base salaries for each of our NEOs are designed to provide a competitive level of pay using data from our Peer Group, discussed below, and input from the Committee’s independent compensation consultant.

Target cash awards and service-based RSU awards tie payouts to the achievement of annual financial performance metrics and individual contributions. 2020 Annual targets were not adjusted to account for the effects of the COVID-19 pandemic.

For 2020, the financial metrics for annual incentive awards were GAAP Net Charge-Offs, GAAP Operating Expenses, Economic Earnings, and Economic Unlevered RoR (%), each separately weighted and together totaling 80% of the total annual incentive awards. Economic Earnings and Economic Unlevered RoR (%) are non-GAAP financial measures that are described under “—Our 2020 Executive Compensation Program in Detail— Annual Incentive Compensation.” In a change from 2019, the qualitative component for 2020 was reduced from 40% to 20%, consisting of pre-established strategic factors considered by the Committee. The Committee’s reasoning was that reducing the influence of qualitative factors would more closely link executive pay to Company performance.

The performance-based RSU awards may be earned upon the attainment of three-year cumulative performance goals based upon achievement of economic earnings, specifically Economic Average Unlevered Return (%) and Economic Average Diluted EPS Growth, which are non-GAAP financial measures that are described under “—Our 2020 Executive Compensation Program in Detail—Long-Term Equity Incentive Compensation.” The Committee retained discretion to adjust the metrics down if the GAAP Net Charge Off (%) exceeds 7.0% in any one calendar year during 2020-2022. Economic Average Unlevered Return (%) is weighted 33% and Economic Average Diluted EPS Growth is weighted 67%.

We believe the compensation-related actions that we undertook in 2020 are consistent with our pay-for-performance philosophy, while appropriately balancing risk and reward without exposing the Company to imprudent or undue risk-taking.

Our Executive Compensation Governance Practices and Policies

We are committed to sound executive compensation governance policies and practices, as highlighted below:

Review of Pay Versus Performance

✓

The Committee reviews the relationship between executive pay and Company performance.

No Repricing

✓

The OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) does not permit the repricing of stock options or stock appreciation rights without stockholder approval.

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Compensation Benchmarking

✓

We use compensation data compiled from a group of publicly traded peer companies in the diversified financial services industries (including banking, consumer finance and thrifts, and mortgage finance), as well as the specialty retail and IT services industries, to benchmark our executive compensation decisions.

No Hedging of Shares

✓

Our insider trading policy prohibits all of our employees, including executive officers, and directors from engaging in hedging or short-term speculative trading of our securities, including, without limitation, short sales or put or call options involving our securities or other derivative securities, subject, in the case of certain forms of hedging or monetization transactions (such as zero-cost collars and forward sale contracts) to pre-clearance of such transactions by the General Counsel.

Restrictive Covenants

✓

Our executive officers are subject to restrictive covenants upon separation from the Company, including non-solicitation and non-disclosure obligations. Mr. Shulman is also subject to non-competition covenants upon separation from the Company under his employment agreement. The cash-settled stock-based awards made to Messrs. Conrad and Chadha include a 12-month non-competition obligation upon separation from service. The OneMain Holdings, Inc. Executive Severance Plan (the “Executive Severance Plan”) also includes a 12-month non-competition obligation for Messrs. Conrad and Chadha if they accept the terms of the Executive Severance Plan.

Independent Compensation Consultant

✓

During 2020, the Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. FW Cook was retained directly by the Committee and performs no other services for the Company.

Compensation Clawbacks

✓

We maintain a policy to recover incentive-based awards from our 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.

Review of Compensation Peer Group

✓

Our Peer Group is reviewed periodically by the Committee to evaluate whether it remains a relevant and appropriate comparison for our executive compensation program. In 2020, we did not make any changes to our Peer Group.

Conservative Severance Benefits

✓

Both our Omnibus Incentive Plan and Executive Severance Plan have 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.

Robust Stock Ownership Policies

✓

We maintain stock ownership policies applicable to our executive officers and directors. Our Executive Officer Stock Ownership Policy requires our CEO to hold shares of our common stock with a value equal to five times his annual base salary and each of our other executive officers to hold shares of common stock with a value equal to three times their respective annual base salaries. Our director stock ownership policy requires our independent directors to hold shares of Company common stock equal to at least three times the annual Board cash retainer fee they receive.

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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.

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 as a result of our compensation programs.

What Guides Our Executive Compensation Program?

Philosophy and Objectives of Our Executive Compensation Program

Our objective is to provide a market-based total compensation program tied to performance and aligned with the interests of our stockholders. We view compensation practices as a means for communicating our goals and standards of conduct and performance and for motivating and rewarding employees in relation to their achievements.

We observe the following guiding principles in setting executive compensation:

•

Hire and retain top-caliber executives: Executive officers should have base pay and employee benefits that are market competitive and that permit us to hire and retain high-caliber individuals at all levels necessary to deliver sustained high performance to our stockholders and customers.

•

Pay-for-performance: A significant portion of the total compensation of our executive officers should be linked to the achievement of long-term Company performance objectives and strategies.

•

Align compensation with stockholder interests: The interests of our executive officers should be aligned with those of our stockholders through the risks and rewards of ownership of Company common stock.

•

Discourage imprudent risk-taking: We include multiple performance metrics over long-term and short-term periods and avoid over-emphasizing any one metric or goal.

•

Provide limited perquisites: Perquisites for our executive officers are minimized and limited to items that serve a reasonable business purpose.

•

Reinforce succession planning process: The overall compensation program for our executive officers should reinforce our succession planning process by providing competitive total compensation necessary to attract, motivate, and retain key executive talent.

How We Make Compensation Decisions

Role of the Compensation Committee

The Committee is responsible to our Board for overseeing the development and administration of our compensation and benefits policies and programs. The Committee, which consists of three independent directors, is responsible for the review and approval of all aspects of our executive compensation program.

The Committee is responsible for evaluating annually the performance of our CEO and determining and approving our CEO’s compensation based on such evaluation. Additionally, the Committee is responsible for the following, among its other duties:

•

Reviewing and approving executive incentive goals and objectives relevant to compensation;

•

Evaluating individual performance results in light of these goals and objectives;

•

Evaluating the competitiveness of each executive officer’s total compensation package; and

•

Approving any changes to the total compensation package, including, but not limited to, base pay and annual and long-term incentive award opportunities.

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The role of the Committee is described in detail in the Compensation Committee Charter, which is available under the Corporate Governance tab in the Investor Relations section of our website at http://investor.onemainfinancial.com. The Committee is supported in its work by our Executive Vice President—Chief Human Resources Officer, her staff, and the Committee’s independent compensation consultant, as described below.

Role of the Chief Executive Officer

The CEO, working with management, makes recommendations to the Committee regarding our executive compensation structure, metrics, and goals. Our CEO, however, does not make any recommendations with respect to his own compensation.

Role of the Chief Risk Officer

In reviewing proposed incentive compensation programs for our executive officers and other employees, the Committee attempts to balance the business risks inherent in the program design with its compensation objectives to evaluate whether such program design encourages responsible investment of our resources and does not unintentionally encourage or reward imprudent risk-taking. After a review of our compensation plans by our Chief Risk Officer, who briefed the Committee at its meeting in October 2020, the Committee concluded that our compensation plans were well defined and well documented and that our incentive compensation plans are 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.

Role of the Compensation Consultant

In 2020, the Committee retained FW Cook as its independent executive compensation consultant. FW Cook reports directly to the Committee, and the Committee may replace its compensation consultant or hire additional consultants at any time. A representative of FW Cook attends meetings of the Committee, when requested, and communicates with the Committee Chair between meetings. The Committee has assessed the independence of FW Cook pursuant to the NYSE rules, and the Committee has concluded that the work performed by FW Cook for the Committee during 2020 did not raise any conflicts of interest.

FW Cook provided various executive compensation services to the Committee pursuant to a consulting agreement with the Committee. Generally, these services included advising the Committee on the principal aspects of our executive compensation program and evolving industry practices and providing market information and analysis regarding the competitiveness of our program design and our award values in relationship to performance. FW Cook did not provide additional services to us in 2020.

Compensation Peer Group

The Committee uses 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. The Committee periodically reviews and updates the Peer Group, as necessary, upon the recommendation of its independent compensation consultant.

The companies listed below represent our 2021 Peer Group, which did not change as compared to the Peer Group used to evaluate 2020 compensation decisions. We believe our 2021 Peer Group represents the

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industries with which we currently compete for executive talent, and also includes our principal business competitors.

	Peer Group				Industry
	Aaron’s Inc.				Specialty Retail
	Alliance Data Systems Corporation				IT Services
	Credit Acceptance Corporation				Consumer Finance
	Commerce Bancshares, Inc.				Banking
	CIT Group Inc.				Banking
	Comerica Incorporated				Banking
	Dollar Tree, Inc.				Multiline Retail
	Fidelity National Information Services, Inc.				IT Services
	Huntington Bancshares Incorporated				Banking
	LendingClub Corporation				Consumer Finance
	Navient Corporation				Consumer Finance
	Mr. Cooper Group Inc.				Thrifts and Mortgage Finance
	Santander Consumer USA Holdings Inc.				Consumer Finance
	SLM Corporation				Consumer Finance
	Synchrony Financial				Consumer Finance
	The Western Union Company				IT Services

Use of Competitive Data

The Committee relies on various sources of compensation information to determine the competitive market for our executive officers, including the NEOs. To assess the competitiveness of our executive compensation program, we (together with our compensation consultant) analyze Peer Group compensation data obtained from peer company proxy materials as well as compensation and benefits survey data provided by 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.

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Components of Our 2020 Executive Compensation Program

The following table presents the principal components and the purpose of each component of our 2020 executive compensation program:

Pay Element

Compensation Type

Description

Portion of
Variable

Purpose

Base Salary

Cash

Fixed compensation that recognizes individual responsibilities, performance, and leadership capabilities

N/A

Competitive base pay to help attract and retain executive talent.

Annual Bonus

Cash

Variable incentive compensation that ties payouts to the achievement of annual financial performance metrics and individual contributions

•

Scorecard assessment determines value

1/3

Designed to link stockholder value creation with short-term incentive metrics evaluated annually for alignment with Company strategy.

Equity —
Service-Based RSUs

Variable incentive compensation that ties payouts to the achievement of annual financial performance metrics and individual contributions

•

Annual scorecard assessment determines number of RSUs granted

•

Ultimate value based on Company total stockholder return

•

Vest ratably based on continued service

1/3

Designed to link stockholder value creation with short-term incentive metrics evaluated annually for alignment with Company strategy.

Designed to forge a direct link between executive and stockholder interests by transforming executives into stockholders.

Aids in executive retention.

Long-Term Incentives

Equity —
Performance-
Based RSUs

Variable incentive compensation that ties payouts to the achievement of long-term financial performance metrics

Target incentive determines number of performance-based RSUs granted

Ultimate value based on Company performance versus financial metrics and total shareholder return

•

Cliff vest after three years based on achievement of performance metrics and continued service

1/3

Establishes an equity component of total compensation that extends the executive’s decision-making vision beyond the current year to long-term growth and prosperity.

Designed to forge a direct link between executive and stockholder interests by transforming executives into stockholders.

Aids in executive retention.

Benefits

Provides our executives with access to group health and welfare benefit plans and fringe benefit programs.

N/A

Each of our executive officers is eligible to participate in our various group health and welfare benefit plans and fringe benefit programs that are generally available to all employees on a non-discriminatory basis.

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Our 2020 Executive Compensation Program in Detail

Base Salary

Base salary is the principal fixed component of our executives’ total direct compensation that establishes a minimum level of cash compensation for our executive officers, including the NEOs. Adjustments to base salaries are generally made based on market data and individual performance, as well as the Company’s historical compensation practices.

The following table shows each NEO’s base salary as of December 31, 2020(1):

Name

Position

2020
Base Salary(2)

Douglas H. Shulman

President and Chief Executive Officer

$800,000

Micah R. Conrad

Executive Vice President and Chief Financial Officer

$450,000

Rajive Chadha

Executive Vice President and Chief Operating Officer

$450,000

(1)

John C. Anderson, our former Executive Vice President and General Counsel resigned effective January 2, 2020, but remained a non-executive officer employee of the Company through February 21, 2020.

(2)

Base salaries were unchanged from 2019.

Annual Incentive Compensation

Our executive officers are eligible to receive annual incentive compensation contingent upon the attainment of specific, pre-established financial metrics and strategic objectives relevant to the responsibilities of each such executive officer, which are intended to drive sustainable growth and create long-term stockholder value. The Committee set 2020 annual incentive compensation targets for each NEO, and a performance range with accompanying variability of compensation was determined for each metric. Pursuant to the terms of the annual incentive program, following the determination of performance, the annual incentive awards were paid in equal amounts of cash and RSUs. The service-based RSUs vest in three equal annual installments, with one-third vesting immediately after the determination that the performance goals have been achieved and the remaining two-thirds vesting ratably on each of the first and second year thereafter.

For 2020, Mr. Shulman was eligible to earn a target award of $5,500,000 ($3,666,666 in the form of annual incentive compensation described in this section and $1,833,333 in the form of long-term equity incentive compensation described in the following section) pursuant to his employment agreement. Messrs. Conrad and Chadha were eligible for target awards of $1,850,000 and $1,750,000, respectively ($1,233,334 and $1,166,666, respectively, in the form of annual incentive compensation described in this section, and $616,667 and $583,333, respectively, in the form of long-term equity incentive compensation described in the following section). Possible payouts on annual incentive awards ranged between 0% and 150% of the target level.

For 2020, the financial metrics for the annual incentive awards were Economic Earnings, GAAP Net Charge-Offs, GAAP Operating Expenses, and Economic Unlevered RoR (%), each separately weighted and together totaling 80% of the total annual incentive awards. The remaining 20% of the annual incentive award metrics consisted of qualitative factors considered by the Committee, including its assessment of the achievement of pre-established strategic objectives and the Company’s progress on its strategic priorities.

Economic Earnings and Economic Unlevered RoR (%) are non-GAAP financial measures within the meaning of SEC rules. Economic Earnings is defined as the Company’s annual GAAP Net Income, excluding the after-tax impact of changes in loan loss reserve and intangible amortization (after-tax rate defined as effective tax rate excluding discrete items). Economic Unlevered RoR (%) equals Unlevered Economic Earnings (defined as pre-tax Income, excluding the impact of changes in loan loss reserve, interest expense, and intangible amortization) divided by Average GAAP Net Receivables.

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In January 2021, the Committee approved payments to Messrs. Shulman, Conrad, and Chadha in respect of their annual incentive awards based upon the achievement of financial metrics and the assessment of the achievement of qualitative strategic objectives. In settlement of their respective awards, Messrs. Shulman, Conrad, and Chadha received cash payments of $1,945,166, $654,283, and $618,917, respectively, and grants of 40,372, 13,579, and 12,845 RSUs in January 2021 with grant date fair values of $1,949,160, $655,594, and $620,157, respectively.

The annual incentive awards approved by the Committee are reflected in the table below:

									2020 ANNUAL INCENTIVE BONUS
Actual Results									Shulman					Conrad					Chadha					Anderson(2)
Metric	Target			Result			Payout %		Wt		RESULT			Wt		RESULT			Wt		RESULT			Wt		RESULT
Economic Economic Earnings		$	1,091		$	1,000		71.0		35.0%			24.9%		35.0%			24.9%		35.0%			24.9%		35.0%		—
GAAP Net Charge-Offs		$	1,156		$	997		150.0		15.0%			22.5%		15.0%			22.5%		15.0%			22.5%		15.0%		—
GAAP Operating Expenses		$	1,394		$	1,329		150.0		15.0%			22.5%		15.0%			22.5%		15.0%			22.5%		15.0%		—
Economic Average Unlevered ROR (%)			13.1%			13.1%		100.0		15.0%			15.0%		15.0%			15.0%		15.0%			15.0%		15.0%		—
Financial Metrics Sub-Total										80.0%			84.9%		80.0%			84.9%		80.0%			84.9%		80.0%		—
Qualitative Assessment										20.0%			21.2%		20.0%			21.2%		20.0%			21.2%		20.0%		—
Metrics Total:													106.1%					106.1%					106.1%				—
Target Annual Bonus (Cash + RSUs)												$	3,666,666				$	1,233,334				$	1,166,666				—
Earned Annual Bonus (Cash + RSUs)(1)												$	3,894,326				$	1,309,877				$	1,239,074				—

(1)

The price used to determine the number of RSUs granted was $48.18, which was the volume weighted average of the closing price for the five days preceding the grant date of January 28, 2021. The value of RSUs granted is computed in accordance with FASB ASC Topic No. 718 based on a closing grant date stock price of $48.28 multiplied by the number of RSUs granted.

(2)

Mr. Anderson’s incentive bonus award was forfeited upon his termination of employment on February 21, 2020.

Long-Term Equity Incentive Compensation

In February 2020, the Committee approved grants of performance-based RSU awards to Messrs. Shulman, Conrad, and Chadha with a measurement period of fiscal years 2020-2022. Vesting of the awards is contingent upon the attainment of three-year performance measures. The performance measures established by the Committee in February 2020 were Economic Average Unlevered Return (%) and Economic Average Diluted EPS Growth.

Economic Average Unlevered Return (%) and Economic Average Diluted EPS Growth are non-GAAP financial measures within the meaning of SEC rules. Economic Average Unlevered Return (%) is the simple three year average of the Company’s annual economic unlevered return on receivables percentage, which is defined as GAAP pre-tax income, excluding the impact of changes in the loan loss reserve, interest expense, and intangible amortization, divided by GAAP Average Net Receivables for a given performance year. Economic Average Diluted EPS Growth is the three year average of economic earnings growth on a fully-diluted per share basis for a given performance year, excluding after-tax impact of changes in the loan loss reserve and intangible amortization (after-tax rate defined as effective tax rate excluding discrete items).

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The following table shows the 2020 target performance-based RSU values based on one-third of the total annual incentive target for each NEO as determined by the Committee, with possible payouts ranging between 0% and 150% of the target level:

NEO	2020 PERFORMANCE-BASED RSU TARGET (100% PAYOUT)
Douglas H. Shulman		$	1,833,333(1)
Micah R. Conrad		$	616,667
Rajive Chadha		$	583,333

(1)

Mr. Shulman’s target award is determined under his employment agreement.

Each of the above NEOs received a performance-based RSU award at his respective target incentive amount. Awards will be earned based on actual 2020-2022 performance and will be delivered in shares, to the extent earned, in the first quarter of 2023. Actual award values may be higher or lower than the target payouts depending on actual performance.

Benefits

All of our NEOs are eligible to participate in our general tax-qualified, defined contribution retirement savings 401(k) plan. We match a percentage of each participant’s contributions to the 401(k) plan up to the statutory limits.

Our defined benefit plans include a tax-qualified pension plan (the “Retirement Plan”). The Retirement Plan provides for a yearly benefit based on years of service and average final salary. The Retirement Plan is described below under “—Pension Benefits for 2020.” As of December 31, 2012, which was prior to eligibility for all of our NEOs other than Mr. Anderson, the Retirement Plan was frozen with respect to both salary and service levels to prevent future increases in the benefit liabilities established under the Retirement Plan.

Each of our executive officers is eligible to participate in our various group health and welfare benefit plans and fringe benefit programs that are generally available to all of our employees on a non-discriminatory basis.

Employment Agreements

Employment Agreement with Mr. Shulman

On July 10, 2018, we entered into an employment agreement with Mr. Shulman pursuant to which he began serving as our President and CEO on September 8, 2018 (the “start date”). The terms of the agreement reflect advice from our compensation consultant, consideration of the terms of Mr. Shulman’s compensation arrangements with his prior employer, and the results of negotiations between the parties to the agreement.

The employment agreement provides Mr. Shulman with an annual base salary of $800,000 and eligibility for an annual target incentive of $5,500,000, payable in cash, service-based RSUs, and performance-based RSUs, subject to achievement of performance goals established by the Committee. The cash and service-based RSU portions of the annual target bonus total $3,666,667 payable equally in cash and service-based RSUs. The performance-based RSU portion of the annual incentive bonus of $1,833,333 is granted annually beginning in 2019 and no later than March 31 of each year. The employment agreement also provided for one-time grants of RSUs and cash-settled option awards in 2018.

The employment agreement provides that Mr. Shulman will receive certain payments and benefits in the event of a termination of his employment under specific circumstances as described below under “Potential Payments Upon a Termination or Change in Control for 2020.”

Letter Agreement with Mr. Chadha

In connection with Mr. Chadha’s appointment as Executive Vice President and COO, the Company entered into an offer letter agreement with Mr. Chadha setting forth the terms of his employment and

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compensation. The terms of the offer letter agreement reflect consideration of the terms of Mr. Chadha’s compensation arrangements with his prior employer and the results of negotiations between the parties to the agreement.

The letter agreement provides for an annual base salary of $450,000 and eligibility for a 2019 annual target incentive of $1,750,000, with one-third payable in cash, one-third granted in RSUs (“Annual RSUs”) (in each case, subject to the achievement of performance goals established by the Committee relating to the 2019 performance period), and the remaining one-third granted in performance-based RSUs, with vesting based on performance over the 2019-2021 performance period. The Annual RSUs vest in 2020, 2021, and 2022, and the performance-based RSUs cliff vest after three years upon the attainment of performance objectives for the 2019-2021 performance period. In addition to the annual incentive award, Mr. Chadha received a one-time long-term incentive cash award and a one-time grant of cash-settled stock-based awards, subject to certain vesting conditions relating to the trading price of the Company’s common stock and the portion of the Company’s common stock owned by stockholders other than the Acquisition Entity, as well as certain other terms and conditions. Mr. Chadha also received a one-time grant of RSUs with an aggregate grant date fair value of $657,642 that vest over three years. In addition, Mr. Chadha received certain relocation benefits, including reimbursed commuting expenses, home sale assistance, and home purchase assistance.

Consulting Agreement with Mr. Anderson

On December 2, 2019, we announced that Mr. Anderson would be retiring from the Company in 2020. As a result of Mr. Anderson’s many contributions to the Company and to continue to benefit from his assistance during the transition, on February 13, 2020, OMH and one of its subsidiaries entered into a consulting agreement with Mr. Anderson (the “Consulting Agreement”). Under the Consulting Agreement, Mr. Anderson served as a consultant to the Company through June 30, 2020. Mr. Anderson received a consulting fee, prorated for any time that he was still an employee in 2020, plus authorized expense reimbursements. The Consulting Agreement also provided for a lump sum separation payment totaling $825,000, which was paid on June 30, 2020.

Consideration of Most Recent Say-on-Pay Vote

At our 2020 Annual Meeting of Stockholders, our stockholders were provided with the opportunity to cast an advisory vote on the compensation of our NEOs for 2019. Of the votes cast at our 2020 Annual Meeting of Stockholders, the say-on-pay vote yielded approximately 87% approval. Following the vote, the Board and the Committee discussed and considered the results of the vote and determined not to make any significant changes to our executive compensation program for 2020.

In addition, at the 2020 Annual Meeting of Stockholders, our stockholders were provided with the opportunity to cast an advisory vote on the frequency of future say-on-pay votes. The option that received the highest number of votes from the Company’s stockholders was every three years, as recommended by the Board. In light of these results, the Company determined to hold its say-on-pay votes once every three years, until the next required non-binding stockholder advisory vote on the frequency of future say-on-pay votes.

Executive Officer Stock Ownership Policy

On July 24, 2017, the Committee approved the Executive Officer Stock Ownership Policy to further align the interests of our executive officers with those of our stockholders by encouraging significant stock ownership in the Company. The policy is administered by the Committee. Pursuant to the policy, our CEO is required to hold shares of Company common stock with a value equal to five times his base salary, and each of our other named executive officers is required to hold shares of Company common stock with a value equal to three times base salary. For purposes of determining compliance with such policy at any time, the value of our executive officers’ holdings is determined by multiplying the number of shares held by such executive officer by the average closing price of a share of Company common stock for the previous calendar year. Our executive officers’ holdings include shares held directly by the executive officer, including unvested RSUs, and shares owned indirectly or beneficially by the executive officer. Our executive officers and any other individual who becomes an executive officer after July 24, 2017 will have five years from the date such individual commences service as executive officer to satisfy the requirements of the policy.

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Summary Compensation Table for 2020

The table below summarizes information regarding compensation for the years 2018 through 2020, as applicable, for each of our NEOs.

			Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Pension Value & Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
Name and Principal Position	Year		($)(1)		($)		($)(2)		($)(3)		($)(4)		($)(5)		($)(6)		($)
Douglas H. Shulman President and Chief Executive Officer		2020		800,000		—		3,849,802				1,945,166		—		2,773,106		9,368,074
		2019		800,000		—		5,426,708		—		2,238,500		—		1,018,191		9,483,399
		2018		215,385		2,193,333		3,000,000		0		317,973		—		24,015		5,750,706
Micah R. Conrad Executive Vice President and Chief Financial Officer		2020		450,000		—		1,294,890				654,283		—		785,209		3,184,382
		2019		409,039		—		1,397,220		0		752,950		—		470,873		3,030,082
		2018		—		—		—		—		—		—		—		—
Rajive Chadha Executive Vice President and Chief Operating Officer		2020		450,000		—		1,224,875		—		618,917		—		754,879		3,048,671
		2019		190,384		—		1,979,345		0		712,250		—		372,203		3,254,182
		2018		—		—		—		—		—		—		—		—
John C. Anderson(7) Former Executive Vice President and General Counsel		2020		86,539		—		—		—		—		3,456		1,020,647		1,110,642
		2019		430,769		—		932,375		0		549,450		3,556		364,907		2,281,057
		2018		350,000		—		—		—		571,950		—		35,623,731		36,545,681

(1)

The amount in this column reflects the salary each NEO was entitled to receive for 2020, and for Mr. Anderson, the pro-rata amount of his base salary received for his service through February 21, 2020.

(2)

The amount in this column for Mr. Shulman reflects the grant date fair value of performance-based RSUs of $1,900,642, computed in accordance with FASB ASC Topic No. 718. If achievement at the maximum level of performance had been assumed, the grant date fair value of Mr. Shulman’s performance-based RSUs would have been $2,850,963. The amount in this column for Mr. Shulman also includes RSUs issued in 2021 under his employment agreement with a grant date fair value of $1,949,160. The amount in this column for Mr. Conrad reflects the grant date fair value of performance-based RSUs of $639,296, computed in accordance with FASB ASC Topic No. 718. If achievement at the maximum level of performance had been assumed, the grant date fair value of Mr. Conrad’s performance-based RSUs would have been $958,944. The amount in this column for Mr. Conrad also includes RSUs issued in 2021 under the 2020 annual incentive program with a grant date fair value of $655,594. The amount in this column for Mr. Chadha reflects the grant date fair value of performance-based RSUs of $604,718, computed in accordance with FASB ASC Topic No. 718. If achievement at the maximum level of performance had been assumed, the grant date fair value of Mr. Chadha’s performance-based RSUs would have been $907,077. The amount in this column for Mr. Chadha also includes RSUs issued in 2021 under the 2020 annual incentive program with a grant date fair value of $620,157. The RSUs granted in partial payment of the annual incentive program awards vest in three equal annual installments following the grant date based on continued service, with one-third vesting on February 19, 2021 and the remaining two-thirds vesting ratably on each of the first and second year thereafter. The performance-based RSUs cliff vest after three years based upon the attainment of performance objectives established by the Committee for the 2020-2022 performance period. For a summary of the assumptions used in the valuation of these equity-based awards, please see note 17 to our audited consolidated financial statements included in the 2020 Annual Report.

(3)

The grant date fair value for the cash-settled option award granted to Mr. Shulman in 2018 and the cash-settled stock-based awards granted to Messrs. Conrad, Chadha, and Anderson during 2019 are calculated based on the probable satisfaction of the performance conditions for such awards as of the date of grant. In accordance with FASB ASC Topic 718, the grant date fair values of the awards are zero because the satisfaction of the required event-based performance conditions was not considered probable as of the grant date. Because the vesting condition is considered a market condition under

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FASB ASC Topic 718, there is no grant date fair value below or in excess of the amount reflected in the table above for 2020 for Messrs. Conrad, Chadha, and Anderson that could be calculated and disclosed.

(4)

The amounts in this column reflect the cash awards paid with respect to 2020 performance under the annual incentive program. The annual incentive program targets were set to align the executives’ compensation with Company performance.

(5)

Mr. Anderson is the only NEO who was eligible to participate in the Retirement Plan before it was closed to new participants on December 31, 2012. The change in the pension value for Mr. Anderson for 2020 was $3,456. The amounts were calculated using discount rates of 2.32%, 3.09%, and 4.13% for the Retirement Plan as of December 31, 2020, 2019, and 2018, respectively.

(6)

The amounts shown in this column include the following:

Name	Year $		401(k) Match $		Dividend Equivalents(a) $		Other Compensation(b) $		Total All Other Compensation $
Douglas H. Shulman		2020		11,400		2,707,846		53,860		2,773,106
Micah R. Conrad		2020		11,400		757,737		16,072		785,209
Rajive Chadha		2020		11,400		726,735		16,744		754,879
John C. Anderson		2020		2,077		12,147		1,006,423(c)		1,020,647

(a)

The values in this column represent dividend equivalent payments during 2020 in respect of service-based RSUs and performance-based RSUs held by our NEOs, as well as cash-settled stock-based awards held by Messrs. Conrad, Chadha, and Anderson and the cash-settled option award held by Mr. Shulman.

(b)

The values in this column represent employer-paid health spending account contributions and fringe benefit imputed income pursuant to group health and welfare benefit programs that are available generally to all employees. For Messrs. Shulman, Conrad, and Chadha, the amounts shown also include payments made early in 2021 of $52,308, $14,712 and $14,712, respectively, for certain voluntary compensation reductions in 2020.

(c)

Includes a lump sum separation payment totaling $825,000, paid on June 30, 2020 pursuant to the Consulting Agreement, $21,635 in vacation pay, and $159,231 in consulting fees.

(7)

Mr. Anderson resigned as Executive Vice President and General Counsel effective January 2, 2020, but remained a non-executive officer employee of the Company through February 21, 2020.

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Grants of Plan-Based Awards for 2020

The table below summarizes information regarding grants of plan-based awards to our NEOs during 2020.

	Estimated Future Payouts Under Non-Equity Incentive Plan Awards							Estimated Future Payouts Under Equity Incentive Plan Awards
		Threshold		Target		Maximum		Threshold		Target		Maximum		All Other Stock Awards: Number of Shares of Stock or Units		Grant Date Fair Value of Stock Awards
Name	Grant Date	($)		($)		($)		(#)		(#)		(#)		(#)		($)(1)
Douglas H. Shulman	2/5/2020(2)		916,667		1,833,333		2,750,000		—		—		—		—		—
	2/5/2020(3)		—		—		—		22,152		44,304		66,456		—		1,900,642
	1/28/2021(4)		—		—		—		—		—		—		40,372		1,949,160
Micah R. Conrad	2/5/2020(2)		308,334		616,667		925,001		—		—		—		—		—
	2/5/2020(3)		—		—		—		7,451		14,902		22,353		—		639,296
	1/28/2021(4)		—		—		—		—		—		—		13,579		655,594
Rajive Chadha	2/5/2020(2)		291,667		583,333		875,000		—		—		—		—		—
	2/5/2020(3)		—		—		—		7,048		14,096		21,144		—		604,718
	1/28/2021(4)		—		—		—		—		—		—		12,845		620,157
John C. Anderson(5)	—		—		—		—		—		—		—		—		—

(1)

Amounts reported in this column are calculated in accordance with FASB ASC Topic 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 to our audited consolidated financial statements included in our 2020 Annual Report.

(2)

Represents 2020 cash awards under the annual incentive program. The amounts reported represent annual target awards based on achievement of quantitative and qualitative goals as determined by the Committee and are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table for 2020 above. Based on the achievements of Messrs. Shulman, Conrad, and Chadha under the terms of their annual incentive program awards, the Committee approved cash payouts as reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table for 2020 above.

(3)

Represents performance-based RSUs granted in 2020. The performance-based RSU awards will fully vest in the first quarter of 2023, to the extent earned, based upon actual achievement of quantitative goals as determined by the Committee and as further described in the Compensation Discussion and Analysis. During the performance period, recipients are eligible to receive dividend equivalent payments with respect to the underlying performance-based RSUs in accordance with the terms of the award agreements.

(4)

Represents service-based RSUs granted under the 2020 annual incentive program. The amount reported in this table represents the RSUs that were issued in 2021 following the determination of 2020 performance, but which were deemed granted in 2020 for accounting purposes. The RSUs vest in three equal annual installments, with one-third vesting on February 19, 2021 and the remaining two-thirds vesting ratably on each of the first and second year thereafter. During the vesting period, recipients are eligible to receive dividend equivalent payments with respect to the underlying service-based RSUs in accordance with the terms of the award agreements.

(5)

Mr. Anderson resigned as Executive Vice President and General Counsel effective January 2, 2020. His employment with the Company terminated on February 21, 2020.

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Outstanding Equity Awards at Fiscal Year-End for 2020

The following table summarizes the equity awards made to our NEOs that were unvested and outstanding as of December 31, 2020.

	Option Awards										Stock Awards
	Number of Securities Underlying Unexercised Options				Equity Incentive Plan Awards: Number of Securities Underlying Unearned Options (#)(1)		Option Exercise Price ($)(1)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)		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 ($)(2)
Name	Exercisable (#)		Unexercisable (#)				Option Exercise Price ($)(1)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)
Douglas H. Shulman		—		—		650,000		28.68		7/12/2028		90,388(3)		4,353,086		147,837(6)		7,119,830
Micah R. Conrad		—		—		200,000		25.78		7/26/2029		27,876(4)		1,342,508		33,157(7)		1,596,841
Rajive Chadha		—		—		200,000		25.78		7/26/2029		40,977(5)		1,973,452		30,308(8)		1,459,633
John C. Anderson		—		—		—		—		—		—		—		—		—

(1)

The cash-settled option award held by Mr. Shulman and the cash-settled stock-based awards granted to Messrs. Conrad and Chadha are in three tranches (300,000, 225,000, and 125,000 for Mr. Shulman; and 90,000, 70,000, and 40,000 for Messrs. Conrad and Chadha). The awards are subject to vesting conditions relating to the portion of the Company’s common stock owned by stockholders other than the Acquisition Entity and the Company achieving a volume-weighted average trading price (VWAP) over a consecutive six-month period. With respect to Mr. Shulman, as of December 31, 2020, the VWAP goal for Tranche I is $50.28, Tranche II is $65.28, and Tranche III is $80.28, subject to further adjustment. With respect to Messrs. Conrad and Chadha, as of December 31, 2020, the VWAP goal for Tranche I is $50.78, Tranche II is $65.78, and Tranche III is $80.78, subject to further adjustment. The awards include dividend equivalent payments and reductions to the base calculation price of unvested awards as follows: an amount equal to 50% of cash dividends are applied to reduce the base calculation price; the remaining 50% of the cash dividend amount is paid to the award holder as soon as practicable following the date such cash dividend is paid to holders of shares of common stock. Mr. Anderson’s cash-settled stock-based award was forfeited upon his termination of employment on February 21, 2020.

(2)

Based on the closing market price of Company common stock on December 31, 2020 of $48.16 per share.

(3)

Represents 90,388 RSUs that were unvested as of December 31, 2020. Included in this amount is the RSU award portion of the annual incentive program based on 2020 performance. The vesting schedule for the RSUs is as follows: 45,441 vested on February 19, 2021, 31,489 are scheduled to vest on February 18, 2022, and 13,458 are scheduled to vest on February 20, 2023.

(4)

Represents 27,876 RSUs that were unvested as of December 31, 2020. Included in this amount is the RSU award portion of the annual incentive program based on 2020 performance. The vesting schedule for the RSUs is as follows: 12,758 vested on February 19, 2021, 10,591 are scheduled to vest on February 18, 2022, and 4,527 are scheduled to vest on February 20, 2023.

(5)

Represents 40,977 RSUs that were unvested as of December 31, 2020. Included in this amount is the RSU award portion of the annual incentive program based on 2020 performance. The vesting schedule for the RSUs is as follows: 10,018 vested on February 19, 2021, 7,813 are scheduled to vest on April 20, 2021, 10,020 are scheduled to vest on February 18, 2022, 8,844 are scheduled to vest on April 20, 2022, and 4,282 are scheduled to vest on February 20, 2023.

(6)

Represents performance-based RSUs granted in 2019 and 2020, in each case assuming performance is achieved at target performance levels. The vesting schedule for the performance-based RSU awards is as follows: 103,533 will fully vest in the first quarter of 2022 and 44,304 will fully vest in the first quarter of 2023, in each case based upon actual achievement of the quantitative goals as determined by the Committee.

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Options Exercised and Stock Vested for 2020

We had no stock options that were exercised during 2020. The table below shows the number and fair value of RSUs that vested in 2020.

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)		—		—		53,159		2,545,072
Micah R. Conrad(2)		—		—		15,810		729,388
Rajive Chadha(3)		—		—		7,358		309,175
John C. Anderson(4)		—		—		8,475		406,970

(1)

Includes 31,984 RSUs that vested on February 20, 2020, with a value of $48.02 per share on the vesting date, and 21,175 RSUs that vested on December 31, 2020, with a value of $47.66 per share on the vesting date.

(2)

Includes 5,078 RSUs that vested on January 2, 2020, with a value of $42.15 per share on the vesting date, and 10,732 RSUs that vested on February 20, 2020, with a value of $48.02 per share on the vesting date.

(3)

Includes 5,737 RSUs that vested on February 20, 2020, with a value of $48.02 per share on the vesting date, and 1,621 RSUs that vested on April 20, 2020, with a value of $20.78 per share on the vesting date.

(4)

Includes 3,250 performance-based RSUs that vested on February 20, 2020, with a value of $48.02 per share on the vesting date, and 5,225 RSUs that vested on February 20, 2020, with a value of $48.02 per share on the vesting date.

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Pension Benefits for 2020

The Retirement Plan was frozen effective December 31, 2012, prior to the eligibility of our NEOs other than Mr. Anderson, who is a participant. No additional participants have been or will be allowed entry into the plans, and no additional creditable service has been or will be awarded to Mr. Anderson after December 31, 2012. In accordance with SEC rules, the accumulated benefits are presented as if they were payable upon the NEO’s normal retirement at age 65.

Name	Plan Name	Number of Years of Credited Service (#)		Present Value of Accumulated Benefit ($)(1)		Payments During the Last Fiscal Year ($)
Douglas H. Shulman	Springleaf Financial Services Retirement Plan		—		—		—
Micah R. Conrad	Springleaf Financial Services Retirement Plan		—		—		—
Rajive Chadha	Springleaf Financial Services Retirement Plan		—		—		—
John C. Anderson	Springleaf Financial Services Retirement Plan		0.75		30,937		—

(1)

The pension valuation assumptions for 2020 include: (i) a discount rate of 2.32%, (ii) normal retirement age (65), or current age, if older, and (iii) Pri-2012 mortality table with Scale MP-2020 for December 31, 2020, post-retirement only.

Retirement Plan Benefit Formula

The Retirement Plan formula ranges from 0.925% to 1.425% times average final compensation for each year of credited service accrued prior to December 31, 2012, up to 44 years. For participants who retire after the normal retirement age of 65, the retirement benefit is actuarially adjusted to reflect the later benefit commencement date.

For purposes of the Retirement Plan, average final compensation is the average annual pensionable salary of a participant during those three consecutive years in the last 10 years of credited service, prior to the Retirement Plan being frozen, that afford the highest such average. Final average compensation does not include amounts attributable to overtime pay, supplemental cash incentive payments, annual cash bonuses, or long-term incentive awards.

Death and Disability Benefits

The Retirement Plan also provides for death and disability benefits. The Retirement Plan generally provides a death benefit to active participants who die before age 65 equal to 50% of the benefit the participant would have received if he or she had terminated employment on the date of death, survived until his or her earliest retirement date, and elected a 50% joint and survivor annuity.

Nonqualified Deferred Compensation for 2020

We do not maintain any nonqualified deferred compensation plans in which any of our executive officers participate.

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Potential Payments Upon Termination or Change-In-Control for 2020

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, 2020. Additional information about Pension Plan benefits payable upon certain terminations is provided in “—Pension Benefits for 2020” above.

Name	Type of Payment or Benefit	Voluntary Resignation without Good Reason or Early or Normal Retirement ($)		Termination without Cause ($)(2)(3)		Termination for Good Reason ($)(2)(3)		Change in Control ($)(4)		Termination without Cause following a Change in Control ($)(2)(3)		Termination for Good Reason following a Change in Control ($)(2)(3)		Termination Due to Disability ($)(3)		Termination Due to Death ($)(3)
Douglas H. Shulman	Severance Payment		—		5,074,248		5,074,248		—		5,074,248		5,074,248		—		—
	Acceleration of Unvested Equity		—		1,540,349		—		—		1,540,349		—		2,408,771		2,408,771
	Total		—		6,614,598		5,074,248		—		6,614,598		5,074,248		2,408,771		2,408,771
Micah R. Conrad	Severance Payment		—		472,658		—		—		472,658		472,658		—		—
	Acceleration of Unvested Equity		—		396,453		—		—		396,453		—		688,544		688,544
	Total		—		869,111		—		—		869,111		472,658		688,544		688,544
Rajive Chadha	Severance Payment		—		466,134		—		—		466,134		466,134		—		—
	Acceleration of Unvested Equity		—		652,568		—		—		652,568		—		1,354,837		1,354,837
	Total		—		1,118,702		—				1,118,702