Toggle SGML Header (+)


Section 1: DEF 14A (DEF 14A)


Use these links to rapidly review the document
TABLE OF CONTENTS

Table of Contents

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 ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

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

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

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):

ý

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   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):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

o

 

Fee paid previously with preliminary materials.

o

 

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.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

Table of Contents

LOGO

April 13, 2017

Dear Stockholders:

        On behalf of the Board of Directors, I am pleased to invite you to attend our 2017 Annual Meeting of Stockholders, which will be held on Thursday, May 25, 2017, at 1:00 p.m., local time, at the Old Vanderburgh County Courthouse, 201 NW 4th Street, Evansville, Indiana 47708 (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 of record may vote via a toll-free telephone number or over the Internet. Stockholders who received a paper copy of the Proxy Statement and 2016 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,
    
GRAPHIC

Jay N. Levine
President & CEO

        IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 25, 2017: This Notice of Annual Meeting and Proxy Statement and the Annual Report for the year ended December 31, 2016 are available on the Internet at www.proxyvote.com.


Table of Contents

ONEMAIN HOLDINGS, INC.
601 NW Second Street
Evansville, Indiana 47708

April 13, 2017

NOTICE OF THE
2017 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:

  May 25, 2017

  1:00 p.m., local time

Place:

 

Old Vanderburgh County Courthouse

  201 NW 4th Street

  Evansville, Indiana 47708

Business:

 

1.

 

To elect two Class I directors, Jay N. Levine and Roy A. Guthrie, to serve until the 2020 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 vote, on an advisory basis, to approve named executive officer compensation.

 

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, 2017.

 

4.

 

To consider and act upon any other business properly brought before the meeting or any adjournment or postponement thereof.

Record Date:

 

In order to vote, you must have been a stockholder at the close of business on March 31, 2017.

Voting by Proxy:

 

It is important that your shares be represented at the meeting. Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and to complete, date and sign your proxy or voting instruction card and return it promptly or vote your shares by telephone or by Internet, as described on the proxy card. You may revoke your proxy and vote in person at the meeting if you choose to do so.

 

By order of the Board of Directors,    

 

 

GRAPHIC

 

 

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

Table of Contents


TABLE OF CONTENTS

PROXY STATEMENT

    1  

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

   
1
 

CORPORATE GOVERNANCE

   
5
 

Governing Documents

   
5
 

Corporate Governance Guidelines

   
5
 

Codes of Business Conduct and Ethics

   
5
 

Board Leadership Structure

   
5
 

Board's Role in Risk Oversight

   
5
 

Independent Directors

   
6
 

Board, Committee and Annual Meeting Attendance

   
6
 

Presiding Non-Management Director and Executive Sessions

   
6
 

Communications with the Board of Directors

   
6
 

Communications with the Audit Committee

   
6
 

Criteria and Procedures for Selection of Director Nominees

   
7
 

BOARD OF DIRECTORS

   
9
 

Committees of the Board of Directors

   
9
 

PROPOSAL 1: ELECTION OF DIRECTORS

   
12
 

Class I Director Nominees—Terms expire in 2020

   
12
 

Class II Directors—Terms expire in 2018

   
13
 

Class III Directors—Terms expire in 2019

   
14
 

EXECUTIVE OFFICERS

   
16
 

EXECUTIVE COMPENSATION

   
18
 

Compensation Committee Report

   
18
 

Compensation Discussion and Analysis

   
18
 

Summary Compensation Table for 2016

   
32
 

Grants of Plan-Based Awards for 2016

   
34
 

Outstanding Equity Awards at Fiscal Year-End for 2016

   
35
 

Options Exercised and Stock Vested for 2016

   
36
 

Pension Benefits for 2016

   
37
 

Nonqualified Deferred Compensation for 2016

   
38
 

Potential Payments Upon Termination or Change-In-Control for 2016

   
39
 

Independent Director Compensation

   
41
 

Director Compensation Table for 2016

   
41
 

Compensation Committee Interlocks and Insider Participation

   
42
 

Equity Compensation Plan Information

   
43
 

Table of Contents

PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

    44  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

   
45
 

Stockholders Agreement

   
45
 

Transactions with Affiliates of Fortress

   
47
 

Related Party Transaction Policy and Procedures

   
49
 

AUDIT FUNCTION

   
51
 

Audit Committee Report

   
51
 

Audit Committee's Pre-Approval Policies and Procedures

   
52
 

Independent Registered Public Accounting Firm Fees and Services

   
52
 

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   
53
 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   
54
 

Section 16(a) Beneficial Ownership Reporting Compliance

   
55
 

OTHER MATTERS

   
56
 

STOCKHOLDER PROPOSALS

   
56
 

ADDITIONAL INFORMATION

   
56
 

Table of Contents


PROXY STATEMENT

        This Proxy Statement and the accompanying materials are being made available to OneMain Holdings, Inc. stockholders beginning on or about April 13, 2017. In this Proxy Statement, "OMH" refers to OneMain Holdings, Inc. (formerly known as Springleaf Holdings, Inc.), 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, "OneMain" refers to OneMain Financial Holdings, LLC and its subsidiaries, "Springleaf" refers to OMH and its subsidiaries other than OneMain, "SFI" refers to Springleaf Finance, Inc., and "SFC" refers to Springleaf Finance Corporation. This Proxy Statement contains information to assist you in voting your shares on the matters to be presented at the Company's 2017 Annual Meeting of Stockholders (the "Annual Meeting") to be held on May 25, 2017.


GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

What is the purpose of this Proxy Statement?

        The purpose of this Proxy Statement is to provide information regarding matters to be voted on at the Annual Meeting. Additionally, it contains certain information that the U.S. Securities and Exchange Commission (the "SEC") and the New York Stock Exchange (the "NYSE") require the Company to provide to its stockholders. This Proxy Statement is also the document used by the Company's Board of Directors (the "Board") to solicit proxies to be used at the Annual Meeting. Proxies are solicited to give all stockholders of record 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?

        We are making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. If you choose to access the proxy materials over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. 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 houses and other custodians, nominees and fiduciaries for forwarding proxy and solicitation materials to stockholders.

How is the Company distributing proxy materials?

        The SEC has adopted rules allowing companies to furnish proxy materials to their stockholders over the Internet. Pursuant to these rules, which are often referred to as "Notice and Access," we intend to deliver a "Notice Regarding the Internet Availability of Proxy Materials" to our stockholders in connection with the Annual Meeting. The proxy materials will not be mailed to our stockholders, but instead are available on the Internet at www.proxyvote.com.

What is "householding"?

        If you and others who share your mailing address own Company common stock through bank or brokerage accounts, you may have received a notice that your household will receive only one copy of the Proxy Statement and 2016 Annual Report or Notice Regarding the Internet Availability of Proxy Materials. This practice, known as "householding," is designed to reduce the volume of duplicate information and reduce printing and postage costs. You may discontinue householding by contacting your bank or broker.

1


Table of Contents

        You may also request delivery of an individual copy of the Proxy Statement and 2016 Annual Report or Notice Regarding the Internet Availability of Proxy Materials by contacting the Company at OneMain Holdings, Inc., 601 NW Second Street, Evansville, Indiana 47708, Attention: Secretary.

        You may be able to initiate householding if your bank or broker has chosen to offer such service by following the instructions provided by your bank or broker.

When and where will the Annual Meeting be held?

        The meeting will be held on May 25, 2017, at the Old Vanderburgh County Courthouse, 201 NW 4th Street, Evansville, Indiana 47708, 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.

What matters will the stockholders vote on at the meeting?

        You will be voting on the following:

Who may vote at the meeting?

        All stockholders who owned Company common stock at the close of business on the record date of March 31, 2017, may attend and vote at the meeting.

How do I vote?

        You can vote either in person at the meeting or by proxy whether or not you attend the meeting. 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 Company common stock beneficially in street name, you may submit proxies by following the instructions provided by your broker, bank or other nominee (see "What if I hold my shares in a brokerage account or with another nominee ('street name')?" 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 the Board recommends. The deadline for voting by telephone or electronically is 11:59 p.m., Eastern Daylight Time, on Wednesday, May 24, 2017. If you are a registered stockholder and attend the meeting, you may deliver your completed proxy card in person.

What if I hold my shares in a brokerage account or with another nominee ("street name")?

        If you hold your shares in a brokerage account or with another nominee, the shares are said to be held in "street name." In this case your broker or other nominee will send you a package, including a voter instruction card, which will ask you how you want your shares to be voted. If you give the

2


Table of Contents

nominee instructions, the nominee will vote your shares as you direct. If you do not give your nominee instructions and the proposal involves a "routine" matter, then the rules of the NYSE provide nominees with discretionary power to vote your shares. However, if a proposal involves a "non-routine" matter, then nominees are not permitted to vote your shares without instructions from you (these shares are often referred to as broker non-votes).

        At the Annual Meeting, all matters submitted to the stockholders for approval, other than the Ratification of Auditors Proposal, are "non-routine," meaning that your broker or other nominee may not vote your shares on those matters without instructions from you. It is, therefore, important that you provide instructions to your nominee if your shares are held by a nominee so that your votes with respect to the Director Election Proposal and Say-On-Pay Proposal are counted. Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a legal proxy from the broker, bank or other nominee that holds your shares, giving you the right to vote the shares at the meeting.

Can I change my vote after I execute my proxy?

        You may revoke a proxy at any time prior to its exercise at the meeting. You can send in a new proxy card with a later date or send a written notice of revocation to OneMain Holdings, Inc., 601 NW Second Street, Evansville, Indiana 47708, Attention: Secretary. You also can use telephone or Internet voting methods to change your vote. Shares held in your name as the stockholder of record may be voted in person at the Annual Meeting. Shares held beneficially in street name may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, bank or other nominee that holds your shares giving you the right to vote the shares.

Is my vote confidential?

        We keep all proxies, ballots and voting tabulations confidential as a matter of practice. We permit only our Inspector of Election and Proxy Tabulator to examine these documents. If you write comments on your proxy card or ballot, the proxy card or ballot may be forwarded to the Company's management and the Board to review your comments.

How many votes do I have?

        You will have one vote for each share of Company common stock which you owned at the close of business on March 31, 2017, the record date for the meeting.

Who will tabulate and count the votes?

        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?

        At the close of business on March 31, 2017, there was a total of 135,301,202 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?

        The holders of a majority of the shares of our common stock outstanding as of the record date and entitled to vote at the Annual Meeting must be present, in person or by proxy, at the Annual Meeting 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

3


Table of Contents

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?

        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 nominees 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—Say-On-Pay Proposal: Approval, on an advisory basis, of our named executive officers' compensation 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 have the same effect as 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, 2017, 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 and broker non-votes, if any, will have the same effect as a vote against 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?

        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 ("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, 2017, the record date for the Annual Meeting.

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

        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.

4


Table of Contents


CORPORATE GOVERNANCE

Governing Documents

        The following primary documents make up the Company's corporate governance framework:

        These documents are accessible on the Company's website at 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 OneMain Holdings, Inc., 601 NW Second Street, Evansville, Indiana 47708, Attention: Secretary. Any material amendment to or grant of a waiver from a provision of the Code of Conduct or Principal Officer Code requiring disclosure under applicable SEC or NYSE rules will be posted on the Company's website.

Corporate Governance Guidelines

        The Governance Guidelines, which are available on our website as outlined above, set forth the Company's primary principles and policies regarding corporate governance. The Governance Guidelines are reviewed 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 Business Conduct and Ethics

        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"), Principal Accounting Officer and Controller. 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 Leadership Structure

        Although not required, the Company has separated the roles of CEO and Chairman of the Board. The CEO is responsible for the day-to-day leadership, management, direction and performance of the Company, while the Chairman of the Board is responsible for presiding over meetings of the Board, establishing the agenda of Board meetings and, together with the CEO and the other members of the Board, setting the strategic direction of the Company.

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 (more fully discussed below) to monitor and address what may be within the scope of each committee's

5


Table of Contents

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 created a Compliance Committee to oversee regulatory compliance matters and risks relating to the Company's operations and business, which provides regular reports to the Board. In addition to getting information from its committees, the Board also receives updates directly from members of management. In this regard, Mr. Levine, due to his position as both CEO and director 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

        The Company recognizes the importance of having an independent Board that is accountable to the Company and its stockholders. Accordingly, the Governance Guidelines (a copy of which may be found in the "Investor Relations—Corporate Governance" section of the Company's website) 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 Ms. Kotval and Messrs. Guthrie, Jacobs and Lott are "independent" under Section 303A.02(b) of the NYSE listing standards. In making these determinations, the Board considered all relevant facts and circumstances, as required by applicable NYSE listing standards.

Board, Committee and Annual Meeting Attendance

        The Board held fourteen meetings during 2016. Each director attended at least 75% of the total number of meetings of the Board and committees held during the period he or she served, except for Mr. Edens. Mr. Edens' views were represented at the meetings by Mr. Levine. Directors are invited and encouraged, but are not required, to attend the Company's annual meeting of stockholders. None of the Company's directors attended the Company's 2016 Annual Meeting of Stockholders.

Presiding Non-Management Director and Executive Sessions

        The Company's non-management and independent directors met in executive session without management four times in 2016. Roy Guthrie is the presiding non-management director appointed to preside at each executive session.

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.

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 a third-party vendor, Global Compliance (Navex Global), that has been retained by the Audit Committee for this purpose. Global Compliance may be contacted toll-free at (855) 296-9088, or via the Internet at www.onemainfinancial.alertline.com. Outside parties, including stockholders, may bring issues regarding

6


Table of Contents

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. Although there are no minimum qualifications, skills or qualities required to be nominated for election, 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:

        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 NCG Committee considers in identifying director nominees. In considering diversity, in particular, the NCG Committee considers general principles of diversity in the broadest sense. 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.

        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 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.

7


Table of Contents

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

        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 Springleaf Financial Holdings, LLC ("SFH" or the "Initial Stockholder") discussed below under the caption "Certain Relationships and Related Party Transactions—Stockholders Agreement."

8


Table of Contents


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. As of the date of this Proxy Statement, the Board consists of six members, five of whom are non-employee directors.

        The Board is also divided into three classes that are, as nearly as possible, of equal size. Each class of directors is elected for a three-year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual meeting of stockholders. The Company's current Board is classified as follows:

 
   
   
   
   
   
   

 

 

Class

      Term
Expiration

 
    Director    

 

 

Class I

    2017     Jay N. Levine  

 

 

        Roy A. Guthrie  
           

 

 

Class II

      2018       Douglas L. Jacobs    

 

                  Anahaita N. Kotval    

 

 

Class III

    2019     Wesley R. Edens  

 

 

        Ronald M. Lott  
           

        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.

Committees of the Board of Directors

        The Board has four principal standing committees, the Audit, NCG, Compensation, and Compliance 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 Committee are not required to be independent directors. Each of the Board's four principal standing committees (i.e., the Audit, NCG, Compensation, and Compliance Committees) operates pursuant to a written charter and each such charter is available on the Company's website at www.onemainfinancial.com and is also available to stockholders upon written request, addressed to OneMain Holdings, Inc., 601 NW Second Street, Evansville, IN 47708, Attention: Secretary.

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; and (iii) 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"),

9


Table of Contents

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.

        The members of the Audit Committee are Messrs. Jacobs (Chair) and Guthrie and Ms. Kotval. 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. Jacobs is an "audit committee financial expert," as such terms are defined under the Exchange Act or the NYSE listing standards, as applicable. The Board has determined that Mr. Jacobs' simultaneous service on the audit committee of more than three public companies will not impair his ability to effectively serve on our Audit Committee. The Audit Committee met ten times in 2016.

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 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; (iv) review, approve or ratify related party transactions and other matters that may pose conflicts of interest; and (v) oversee the evaluation of the Board. 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 members of the NCG Committee are Mr. Lott (Chair) and Ms. Kotval. The Board has determined that Mr. Lott and Ms. Kotval are "independent" within the meaning of the NYSE listing standards. The NCG Committee met five times in 2016.

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, incentive-compensation and equity-compensation plans; (ii) evaluate the performance of the CEO and other executive officers; (iii) 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 (iv) 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, including approval of the terms and fees of any such arrangement.

        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—Independent Director Compensation" and "Executive Compensation—Compensation Discussion and Analysis," 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 members of the Compensation Committee are Messrs. Guthrie (Chair) and Lott. 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 and "outside"

10


Table of Contents

directors within the meaning of Section 162(m)(4)(c)(i) of the Code. The Compensation Committee met six times in 2016.

Compliance Committee

        The Compliance Committee's primary responsibility is to oversee the Company's compliance efforts to ensure compliance 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.

        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 Compliance Committee consists of both director and non-director members. Ms. Kotval and Messrs. Guthrie and Jacobs are the director members, with Ms. Kotval serving as Chair. The Compliance Committee met five times in 2016.

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. Edens and Levine.

11


Table of Contents


PROPOSAL 1:
ELECTION OF DIRECTORS

        The terms of the Class I directors, consisting of Messrs. Jay N. Levine and Roy A. Guthrie, will expire at the Annual Meeting. Each incumbent Class I director has been nominated by the Board to serve as a continuing director for a new three-year term expiring at the 2020 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 I 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 those talents, backgrounds, perspectives, attributes and skills that will enable him or her 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 I Director Nominees—Terms expire in 2020

Jay N. Levine, age 55
Director of the Company since 2011; President and Chief Executive Officer

        Mr. Levine has served as President and CEO and as a director of the Company since October 1, 2011. Mr. Levine served as President and Chief Executive Officer and as a director of Capmark Financial Group Inc. ("Capmark") (a commercial real estate finance company) from December 2008 until February 2011. On October 25, 2009, Capmark and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Capmark and certain of its subsidiaries emerged from bankruptcy on September 30, 2011.

        From 2000 to 2008, Mr. Levine served as President, Chief Executive Officer (Co-Chief Executive Officer from March 2000 until January 2007), and a member of the board of directors of Royal Bank of Scotland Global Banking & Markets, North America (a banking and financial services company), and Chief Executive Officer of its predecessor entity, RBS Greenwich Capital (a financial services company), with responsibility for the company's institutional business in the United States. Previously, Mr. Levine was co-head of the Mortgage and Asset Backed Departments at RBS Greenwich Capital.

        Mr. Levine's extensive experience in the financial industry and his previous experience as an executive officer and director of financial services companies allow him to provide the Board with a broad perspective of our industry and led the Board to conclude that he should serve as a director.

Roy A. Guthrie, age 63
Director of the Company since 2012; Chair of the Compensation Committee and member of the Audit and Compliance Committees

        Mr. Guthrie was elected as a director in December 2012. Mr. Guthrie served as Executive Vice President and Chief Financial Officer of Discover Financial Services ("Discover") from 2005 through April 2011. He retired from Discover in January 2012. Mr. Guthrie also served as a director of Discover Bank, a subsidiary of Discover, from 2006 through the end of 2011. Discover is a direct banking and payment services company and is a publicly held bank holding company that is listed on the NYSE. Discover offers credit cards, student loans, personal loans and deposit products through its subsidiary, Discover Bank. Prior to joining Discover, Mr. Guthrie was President and Chief Executive

12


Table of Contents

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.

        He has also served as a director and member of the audit committee of Nationstar Mortgage Holdings Inc. ("Nationstar") (a residential mortgage loan originator and servicer) since February 2012, and as a director and chairman of the risk committee of Synchrony Financial (a private label credit card issuer) since July 2014. Mr. Guthrie also served as a director and chairman of the audit committee of Lifelock, Inc. (an identity theft protection company) from October 2012 until February 2017, as a director of Student Loan Corporation from December 2010 until January 2012, as a director of Enova International, Inc. from January 2012 until July 2012, as a director of Bluestem Brands, Inc. from November 2010 until September 2014, as a director of Dell Bank International from September 2012 until September 2014, and a director of Garrison Capital LLC from June 2011 until August 2015.

        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.


Class II Directors—Terms expire in 2018

Douglas L. Jacobs, age 69
Director of the Company since 2010; Chair of the Audit Committee and member of the Compliance Committee

        Mr. Jacobs was elected to the Board as a director on November 30, 2010. Mr. Jacobs is also a director of Fortress Investment Group LLC ("Fortress") (a global investment management firm), where he chairs the Audit Committee and is a member of the Compensation Committee. Investment funds managed by affiliates of Fortress indirectly owned approximately 54.5% of the voting interests in the Company as of December 31, 2016. He is also a director of Clear Channel Outdoor (an international outdoor advertising company), where he chairs the Audit Committee and is a member of the Compensation Committee, and New Residential Investment Corp. ("New Residential") (a real estate investment trust focused on investing in, and managing, investments related to residential real estate), where he chairs the Audit Committee. He also serves as a director, Treasurer and Chairman of the Finance Committee of Care New England (a health care system). Mr. Jacobs was a director of Doral Financial Corporation (a financial services company) until February 2015, where he was a member of the Dividend Committee, and, from November 2004 to mid-2008, Mr. Jacobs was also a director of ACA Capital Holdings, Inc. (a financial guaranty company), where he was Chairman of the Audit Committee and a member of the Compensation and Risk Management Committees. Mr. Jacobs was a director and Chairman of the Audit Committee for Global Signal Inc. (an owner, operator and lessor of towers and other communication structures for wireless communications) from February 2004 until January 2007, and also was a director of Hanover Capital Mortgage Holdings, Inc. (a mortgage REIT) from 2003 until 2007. From 1988 to 2003, Mr. Jacobs was an Executive Vice President and Treasurer at FleetBoston Financial Group (a financial services firm), managing the company's funding, securitization, capital, and asset and liability management activities in addition to its securities, derivatives, and mortgage loan portfolios. Prior to joining FleetBoston, Mr. Jacobs was active in a variety of positions at Citicorp (a global banking institution) for over 17 years, culminating in his role as Division Executive of the Mortgage Finance Group.

13


Table of Contents

        Mr. Jacobs' extensive finance and management expertise and experience serving on public company boards and committees led the Board to conclude that he should serve as a director. The Board has also determined that Mr. Jacobs is an "audit committee financial expert" within the meaning of Item 407(d)(5)(ii) of Regulation S-K for purposes of membership on the Audit Committee.

Anahaita N. Kotval, age 49
Director of the Company since 2012; Chair of the Compliance Committee and member of the Audit and Nominating and Corporate Governance Committees

        Ms. Kotval has served as a director since December 2012. Since November 2011, Ms. Kotval has served as Chief Operating Officer and General Counsel of Inspirica, Inc. (a nonprofit organization providing residential, case management, counseling, job training, and job and housing placement services for homeless individuals and families). Prior to joining Inspirica, Ms. Kotval served in various positions with RBS Securities Inc. (formerly Greenwich Capital Markets, Inc.), a U.S. broker-dealer and affiliate of The Royal Bank of Scotland plc ("RBS"), including serving as its General Counsel from 2007 until October 2011, Deputy General Counsel from 2004 until 2007 and Associate General Counsel from 1998 until 2004. Prior to her employment at RBS Securities Inc., Ms. Kotval spent five years in the Enforcement Division of the SEC's New York Regional Office, where she investigated and prosecuted violations of the federal securities laws.

        Ms. Kotval's extensive management, legal and regulatory compliance expertise led the Board to conclude that she should serve as a director.


Class III Directors—Terms expire in 2019

Wesley R. Edens, age 55
Director and Chairman of the Board since 2010

        Mr. Edens was elected to the Board on November 30, 2010 and elected as Chairman of the Board on September 13, 2011. He is the founding principal and Co-Chairman of the board of directors of Fortress (a global investment management firm) and has been a principal and the Chairman of the Management Committee of Fortress since co-founding Fortress in May 1998. Investment funds managed by affiliates of Fortress indirectly owned approximately 54.5% of the voting interests in the Company as of December 31, 2016. Previously, Mr. Edens served as Chief Executive Officer of Fortress from inception to August 2009. Mr. Edens has primary investment oversight of Fortress' private equity and publicly traded alternative businesses. He is the Chairman of the board of directors of each of Florida East Coast Railway Corp. (a freight railway company), Fortress Transportation and Infrastructure Investors LLC (which owns and acquires high quality infrastructure and equipment essential for the transportation of goods and people globally), New Media Investment Group Inc. (a publisher of print and online media), New Senior Investment Group Inc. (a real estate investment trust with a diversified portfolio of senior housing properties located across the United States), and Drive Shack Inc. (f/k/a Newcastle Investment Corp.) ("Drive Shack") (a real estate investment and finance company). He is a director of Intrawest Resorts Holdings Inc. (a resort and adventure company), Gaming and Leisure Properties, Inc. (an owner and operator in the gaming and racing industry), and Mapeley Limited (a large full service real estate outsourcing and investment company in the United Kingdom).

        Mr. Edens previously served on the board of the following publicly traded companies and registered investment companies: Nationstar (a residential mortgage loan originator and servicer) from 2012 to July 2016; New Residential (a real estate investment trust primarily focused on investing in residential real estate related assets) from April 2013 to May 2016; Brookdale Senior Living Inc., from September 2005 to June 2014; GAGFAH S.A. from September 2006 to June 2014; PENN National Gaming Inc. from October 2008 to November 2013; GateHouse Media Inc. from June 2005 to

14


Table of Contents

November 2013; Aircastle Limited from August 2006 to August 2012; RailAmerica Inc. from November 2006 to October 2012; Eurocastle Investment Limited, from August 2003 to November 2011; Whistler Blackcomb Holdings Inc., from October 2010 to November 2012; Fortress Registered Investment Trust, from December 1999 until deregistered with the SEC in September 2011; and FRIT PINN LLC, from November 2001 until deregistered with the SEC in September 2011.

        Prior to forming Fortress, Mr. Edens was a partner and managing director of BlackRock Financial Management Inc. (an investment management firm), where he headed BlackRock Asset Investors, a private equity fund. In addition, Mr. Edens was formerly a partner and managing director of Lehman Brothers.

        Mr. Edens' extensive credit, private equity finance and management expertise, extensive experience as an officer and director of public companies and his deep familiarity with our Company led the Board to conclude that Mr. Edens should serve as a director.

Ronald M. Lott, age 57
Director of the Company since December 5, 2013; Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee

        Mr. Lott, a member of the Pro and College Football Halls of Fame, is a business owner and management consultant. He is Chief Executive Officer of Lott Auto Ventures, LLC and has been a co-partner and owner of a series of auto dealerships that today includes Tracy Toyota (California), and previously included Mercedes Benz of Medford, California and Stan Morris Chrysler in Tracy, California. He has served as a director of GSV Capital Corp. (a publicly traded investment fund that invests in high-growth, venture-backed private companies) since February 2015. He is also a director of the National Football Foundation College Hall of Fame. In 1999, Mr. Lott co-founded HRJ Capital, L.L.C., an investment management firm, remaining as a managing partner through 2009, until it was sold. Mr. Lott also is a consultant for TVU Networks, a product and service company for the television industry, and H. Barton Asset Management, LLC, an investment company. Mr. Lott played 14 seasons in the National Football League before retiring from professional football in 1994.

        Mr. Lott's inspirational leadership, contacts, and extensive business and management experience led the Board to conclude that Mr. Lott should serve as a director.

15


Table of Contents


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 April 13, 2017:

Name
  Age
  Title

Jay N. Levine

  55   President and Chief Executive Officer

John C. Anderson

    58   Executive Vice President, Legal, Compliance and Operational Risk

Bradford D. Borchers

  53   Executive Vice President, Branch Operations

Angela Celestin

    45   Executive Vice President, Human Resources

David P. Hogan

  47   Executive Vice President, Credit and Analytics

Robert A. Hurzeler

    55   Executive Vice President and Chief Operating Officer

Scott T. Parker

  50   Executive Vice President and Chief Financial Officer

Lawrence N. Skeats

    51   Executive Vice President and Chief Administrative Officer

Jay N. Levine, age 55
Director, President and Chief Executive Officer

        Please see Mr. Levine's biographical information above under the heading "Proposal 1: Election of Directors—Class I Director Nominees—Terms expire in 2020."

John C. Anderson, age 58
Executive Vice President, Legal, Compliance and Operational Risk

        Mr. Anderson currently serves as Executive Vice President, Legal, Compliance and Operational Risk. He previously served as Executive Vice President, Capital Markets from October 2011 to February 2017. Mr. Anderson also served as General Counsel from May 2014 through November 2015. Prior to joining the Company, Mr. Anderson was Managing Director for RBS located in Stamford, Connecticut. Mr. Anderson's last role at RBS was Managing Director in the Asset Backed and Principal Finance Department. Prior to that, Mr. Anderson held roles of increasing responsibilities for predecessor entities Greenwich Capital Markets, Inc. and RBS Greenwich Capital for more than 20 years.

Bradford D. Borchers, age 53
Executive Vice President, Branch Operations

        Mr. Borchers joined us in October 1983 as a management trainee. He has held positions of increasing responsibility over the intervening 30 years. He assumed the role of Executive Vice President, Springleaf Branch Operations in April 2008 and currently serves as Executive Vice President, Branch Operations for our entire branch network. Mr. Borchers also served as Director of Operations from 1996 to 2004 and as Senior Director of Operations from 2004 to 2008.

Angela Celestin, age 45
Executive Vice President, Human Resources

        Ms. Celestin joined us in November 2015 as Executive Vice President, Human Resources. She previously had been a Managing Director in Human Resources at OneMain Financial, formerly a consumer lending division of Citigroup (a global banking institution) from November 2007 until November 2015. Ms. Celestin was Senior Vice President of Human Resources at Citibank, a retail banking division of Citigroup, from 1997 until 2007. Before beginning her career at Citibank in 1997, Ms. Celestin held various senior Human Resources positions at RR Donnelley & Sons and Pepsi-Cola in New York, Michigan, Illinois and Texas.

16


Table of Contents

David P. Hogan, age 47
Executive Vice President, Credit and Analytics

        Mr. Hogan joined us in August 2012 and currently serves as Executive Vice President, Credit and Analytics. Mr. Hogan previously served as Executive Vice President, Risk Analytics and Marketing from July 2014 to February 2017 and as Senior Vice President and Chief Risk and Analytics Officer from August 2012 to July 2014. Prior to joining OneMain, Mr. Hogan served as Head of New Customer Acquisition Decision Management for Citicards (the credit card issuing division of Citibank) from March 2012 until August 2012. From August 2010 until March 2012, he served as Head of Payments Strategy and Analytics of PNC Financial (a regional banking corporation). Prior to that, Mr. Hogan served in a variety of roles at JP Morgan Chase, including Chief Risk Officer Small Business Cards and Head of Portfolio Risk Management at JP Morgan Chase's Card Services division from August 1999 until August 2010. Before joining JP Morgan Chase, Mr. Hogan held a variety of roles in analytics, risk and marketing at Discover Card and MBNA.

Robert Hurzeler, age 55
Executive Vice President and Chief Operating Officer

        Mr. Hurzeler joined us in January 2014 and serves as Executive Vice President and Chief Operating Officer. Mr. Hurzeler previously served as Executive Vice President, Auto Lending and Centralized Operations. Prior to joining the Company, he served as Chief Operating Officer for Global Lending Services (an automotive subprime lender) from June 2012 until January 2014. Mr. Hurzeler was with Wells Fargo & Company ("WFC") (a diversified financial services company) from 1986 to June 2012, where he last served as head of Wells Fargo Auto Finance (since 2008), an auto lender and subsidiary of WFC.

Scott T. Parker, age 50
Executive Vice President and Chief Financial Officer

        Mr. Parker joined us in November 2015 as Executive Vice President and Chief Financial Officer. Mr. Parker previously served as Executive Vice President and Chief Financial Officer of CIT Group Inc. ("CIT") (a commercial finance company) from July 2010 to November 2015. Prior to CIT, Mr. Parker served as Chief Operating Officer and Chief Financial Officer of Cerberus Operations and Advisory Company LLC, an affiliate of Cerberus Capital Management, LP ("Cerberus") (a private investment firm). Before joining Cerberus in 2006, Mr. Parker spent 17 years in various financial leadership roles within the industrial and financial services businesses at General Electric Company, most recently as the Chief Financial Officer for GE Capital Solutions. Prior to GE Capital Solutions, Mr. Parker was Chief Financial Officer of GE Corporate Financial Services.

Lawrence N. Skeats, age 51
Executive Vice President and Chief Administrative Officer

        Mr. Skeats joined us in January 2014 as Executive Vice President and Chief Administrative Officer. Mr. Skeats is responsible for Information Technology, General Services and Project Management. Prior to joining OneMain, Mr. Skeats served as Chief Administration Officer of RBS Americas Global Banking and Marketing (US) ("RBS Americas GBM") from 2008 to 2013. RBS Americas GBM participates in the trading and origination of financial securities. As Chief Administrative Officer at RBS Americas GBM, Mr. Skeats was responsible for the Information Technology, Operations and Facilities functions.

17


Table of Contents


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 of Directors that the Compensation Discussion and Analysis set forth below be included in the Company's Proxy Statement and incorporated by reference in the Annual Report on Form 10-K for the year ended December 31, 2016.

    Compensation Committee of the Board of Directors
Roy A. Guthrie, Chairman
Ronald M. Lott

Compensation Discussion and Analysis

        In this section, we discuss our compensation philosophy and describe the compensation for our President and Chief Executive Officer ("CEO") and our other "named executive officers" within the meaning of Item 402 of Regulation S-K (collectively, the "NEOs"). We explain how our Board's Compensation Committee (as used in this section, the "Committee") determines compensation for our NEOs and its rationale for specific 2016 decisions.

        The following individuals are our 2016 NEOs:

Name

  Title

Jay N. Levine

  President and Chief Executive Officer

Scott T. Parker

  Executive Vice President and Chief Financial Officer

Robert A. Hurzeler

  Executive Vice President and Chief Operating Officer

Bradford D. Borchers

  Executive Vice President, Branch Operations

David P. Hogan

  Executive Vice President, Credit and Analytics

Executive Summary

        Our executive compensation program is designed to reward financial results and effective strategic leadership—key elements in building sustainable value for stockholders. We believe our executive compensation program aligns the interests of our stockholders and our executives by correlating the amount of actual pay to our short-term and long-term performance. Our program requires ethical and responsible conduct in pursuit of these goals.

        We carefully benchmark our executive compensation decisions against a relevant group of peer companies—all of which are potential competitors for the national caliber of executive talent required to manage a large, decentralized, multi-state consumer finance lender.

2016 Achievements, Pay-for-Performance Alignment and Compensation Decisions

        2016 was an important and transformational year for us. We began the year having just closed on the acquisition of OneMain Financial, and over the course of the year, we brought together two organizations with more than 10,000 team members, over 1,800 branches in 44 states, and two centuries of combined history.

        An integration of this magnitude and complexity required an enormous commitment of time and energy from everyone across the company. This presented some challenges, most notably slower growth than we expected in receivables and earnings for the year, and these challenges were reflected in our stock price, having declined by approximately 46.7% during 2016 in a market that saw the NYSE Financial Sector Index increase by approximately 13.6%.

18


Table of Contents

        Consistent with our pay for performance philosophy, the total compensation, as reported in the Summary Compensation Table for 2016 below, of our CEO, Mr. Levine, declined by over 96% versus the prior year, and by nearly 75% for our CFO, Mr. Parker. Further, the base salaries for each of our NEOs were left unchanged for 2017. The Committee made no new grants to our NEOs during 2016 of equity-based incentive compensation plan awards or other grants of equity-based compensation intended to serve as incentive for future performance.

        The Committee did, however, require that amounts payable in settlement of awards granted in 2016 under the OneMain Holdings, Inc. Amended and Restated Annual Leadership Incentive Plan (the "Annual Plan") to Messrs. Hurzeler, Borchers and Hogan in excess of $500,000 were to be paid in the form of restricted stock awards ("RSAs") that vest ratably in three annual installments. The Committee structured its 2016 Annual Plan awards in this manner in furtherance of the Committee's desire to align the interests of our NEOs with those of our stockholders and to provide for an additional retention incentive.

        In reaching these conclusions, the Committee took into consideration equity awards granted under the OneMain Holdings, Inc. Amended and Restated 2013 Omnibus Incentive Plan (the "Omnibus Incentive Plan") and distributions in respect of SFH Incentive Units (defined below) that were made in prior years, including the value realized upon vesting during 2016 of prior year equity awards, as well as Mr. Parker's guaranteed cash bonus payable for 2016 pursuant to the terms of his employment agreement and the amount and form of payouts under the Annual Plan for the other NEOs.

        As disclosed in prior years, we made equity grants relating to our common stock in 2013 to Mr. Levine to align his interests with those of our stockholders and to incentivize him to pursue and achieve our strategic business, growth and financial objectives. In addition to this equity grant, certain of our executive officers, including each of the NEOs, also hold certain incentive units in SFH (the "SFH Incentive Units"), our initial stockholder at the time of our initial public offering ("IPO"). These SFH Incentive Units further align the interests of our management with those of our stockholders because they only deliver value to the extent that distributions by SFH to its owners exceed certain thresholds, including distributions made in connection with sales of our common stock by SFH. None of the NEOs received any cash distributions in respect of their SFH Incentive Units in 2016.

        We believe the compensation related actions that we undertook in 2016 were consistent with our pay for performance philosophy, taking into account our stock price decline during 2016, while appropriately balancing risk and reward without exposing the Company to imprudent or undue risk taking.

19


Table of Contents

Our Executive Compensation Governance Practices and Policies

 
   
   
   
   
    Review of Pay Versus Performance. The Committee periodically reviews the relationship between executive pay and Company performance.     No Repricing. We do not currently permit the repricing of stock options or SARs without stockholder approval.  
 
    Median Compensation Targets. All compensation elements for our NEOs are targeted at the median of our peer group.     No Hedging of Shares. We do not permit hedging or short sales of our stock, or similar transactions where potential gains are linked to a decline in our share price, by our directors or executive officers.  
 
    Restrictive Covenants. Our executive officers, including our NEOs, are subject to restrictive covenants upon separation from the Company, including non-solicitation and non-disclosure obligations. Messrs. Levine, Parker and Hurzeler are also subject to non-competition covenants upon separation from the Company pursuant to the terms of their respective employment agreements.     Independent Compensation Consultant. The Committee has engaged Pearl Meyer & Partners, LLC ("Pearl Meyer") as its independent compensation consultant. Pearl Meyer was retained directly by the Committee and performs no other consulting or other services for the Company.  
 
    Compensation Clawbacks. In 2016, we adopted 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 Groups. Our peer group is reviewed periodically by the Committee, and adjusted, when necessary to ensure that its composition remains a relevant and appropriate comparison for our executive compensation program. In 2016, we did not make any changes to our peer group.  
 
    Director Stock Ownership Policy. In 2016, we adopted a policy requiring our independent directors to hold shares of our common stock equal to at least three times the cash retainer fees paid to our independent directors for annual board service.     No Excise Tax Gross-Ups. We do not provide gross-ups payments to offset any "golden parachute" excise taxes potentially incurred by our executives in connection with a change in control.  

What Guides Our Executive Compensation Program

Philosophy and Objectives of Our Executive Compensation Program

        The philosophy underlying our executive compensation program is to provide an attractive, flexible, and market-based total compensation program tied to performance and aligned with the interests of our stockholders. Our objective is to recruit and retain the caliber of executive officers and other key employees necessary to deliver sustained high performance to our stockholders and customers. Our executive compensation program is an important component of our overall human resources policies. Equally important, 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.

20


Table of Contents

        We observe the following principles in connection with setting executive compensation:

GRAPHIC

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 two 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:

21


Table of Contents

        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, Human Resources, her staff, and the Committee's independent compensation consultant, as described below.

Role of the Chief Executive Officer

        Within the framework of the compensation programs approved by the Committee and based on their review of market competitive positions, each year our CEO assesses the performance and achievements of our executive officers for the Committee to consider in their determination of compensation. Our CEO's recommendations are based upon his assessment of each executive officer's individual performance, the performance of each executive officer's respective business unit or function, and employee retention considerations.

Role of the Chief Risk Officer

        In reviewing proposed variable 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 ensure that such program design encourages responsible investment of our resources and does not unintentionally reward imprudent risk-taking. After a review of our compensation plans by our Chief Risk Officer, who briefed the Committee at its meeting in November 2016, the Committee concluded that our compensation plans were well-defined and well documented, 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.

Role of the Compensation Consultant

        The Committee has retained Pearl Meyer as its independent executive compensation consultant. Pearl Meyer reports directly to the Committee and the Committee may replace its compensation consultant or hire additional consultants at any time. A representative of Pearl Meyer attends meetings of the Committee, when requested, and communicates with the Committee Chair between meetings.

        Pearl Meyer provides various executive compensation services to the Committee pursuant to a consulting agreement with the Committee. Generally, these services include 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. Pearl Meyer provided no additional services to us in 2016.

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, and thrifts and mortgage finance), as well as the specialty retail and IT services industries (the "Peer Group"). The Committee periodically reviews and updates the Peer Group, as necessary, upon the recommendation of its independent compensation consultant. During 2016, the Committee chose not to revise the Peer Group.

22


Table of Contents

        We believe the current Peer Group represents the industries with which we currently compete for executive talent, and also includes our principal business competitors.

 
   
   
Industry

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

Use of Competitive Data

        The Committee relies on various sources of compensation information to ascertain the competitive market for our executive officers, including the NEOs. To assess the competitiveness of our executive compensation program, we 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.

        The Committee generally compares the compensation of each NEO in relation to the 50th percentiles of the Peer Group for similar positions. In addition, the Committee considers various factors such as our performance within the Peer Group, the unique characteristics of the individual's position, and any succession and retention considerations.

23


Table of Contents

Components of Our 2016 Executive Compensation Program

        The principal components of our 2016 executive compensation program and the purpose of each component are presented in the following table:

    Program Element       Purpose       2016 Actions    
    Base Salary
  Fixed amount that establishes a guaranteed minimum level of cash compensation.     None of our NEOs received an increase in base salary in 2016.  
   
    Guaranteed &
Discretionary
Bonuses



  Attract and retain key executive talent.     Under the terms of Mr. Parker's employment agreement, he is eligible to participate in the Annual Plan, subject to a minimum guaranteed cash payment of $1,350,000 for the performance years 2015 and 2016. Mr. Parker received his minimum guaranteed amount for his 2016 performance, as it exceeded the calculated payout amount under the Annual Plan. Under the terms of Mr. Hurzeler's employment agreement, he is eligible to participate in the Annual Plan, subject to a minimum guaranteed cash payment of $400,000. Mr. Hurzeler received a calculated payout under the Annual Plan for his 2016 performance, the value of which exceeded his minimum guarantee.  
   
    Annual Non-Equity
Incentive Plan
Compensation


 
  Variable incentive compensation that ties payouts to the achievement of financial performance metrics and individual contributions.     Each of the NEOs other than Mr. Levine participated in the Annual Plan during 2016. Messrs. Hurzeler, Borchers and Hogan were the only NEOs who received a payout under our Annual Plan for 2016 performance. Mr. Parker's minimum guarantee was greater than the calculated payout determined under the Annual Plan and, therefore, he received his guaranteed minimum amount in cash.  
   
    Equity-Based
Incentive Plan
Compensation


 
  Compensation that 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. Forges a direct link between executive and stockholder interests by transforming executives into stockholders. Aids in the retention of the executive.     None of our NEOs received any new grants during 2016 of equity-based incentive compensation plan awards intended to serve as incentive for future performance.  

24


Table of Contents

    Program Element       Purpose       2016 Actions    
    SFH Incentive Units     Aligns the interests of our executives with those of our stockholders and incentivizes the achievement of increases in our stock price.     None of our NEOs received distributions in 2016 in respect of SFH Incentive Units.  
   
    Benefits     Provides our executives with access to group health and welfare benefit plans and fringe benefit programs, including annual profit-sharing awards.     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.  

Our 2016 Executive Compensation Program in Detail

Base Salary

        Base salary is the principal fixed component of our executives' total direct compensation that establishes a guaranteed minimum level of cash compensation of our executive officers, including the NEOs, and is determined by considering the competitive marketplace. The Committee reviews compensation data provided by its independent compensation consultant, Pearl Meyer, specific to the peer group in order to determine the overall competitiveness of the NEOs' total compensation.

        None of the NEOs received an increase to base salary during the Committee's annual review of our executive compensation program in February 2017.

 

 

Name


  Position
 


2016
Base
Salary



 


2017
Base
Salary



               

 

 

Jay N. Levine

      President and Chief Executive Officer       $ 400,000       $ 400,000    

 

 

Scott T. Parker

    Executive Vice President and Chief Financial Officer     $ 400,000     $ 400,000  

 

 

Robert A. Hurzeler

      Executive Vice President and Chief Operating Officer       $ 350,000       $ 350,000    

 

 

Bradford D. Borchers

    Executive Vice President, Branch Operations     $ 350,000     $ 350,000  

 

 

David P. Hogan

      Executive Vice President, Credit and Analytics       $ 350,000       $ 350,000    

Guaranteed & Discretionary Bonuses

        Messrs. Parker and Hurzeler are entitled to receive minimum guaranteed annual bonuses pursuant to the terms of their respective employment agreements with the Company. Pursuant to the terms of Mr. Parker's employment agreement, he received a negotiated, guaranteed minimum cash bonus of $1,350,000 for 2016 performance in lieu of his calculated payout under the 2016 Annual Plan. Pursuant to the terms of Mr. Hurzeler's employment agreement, he was entitled to receive a minimum guaranteed bonus of $400,000, but instead received his calculated payout under the 2016 Annual Plan of $713,400, which exceeded his minimum guaranteed bonus.

Annual Non-Equity Incentive Plan Compensation

        The Annual Plan is a sub-plan of the Omnibus Incentive Plan in which our NEOs, other than Mr. Levine, participated during 2016. Under the provisions of the Annual Plan, the executive officers who participate in the Annual Plan are eligible to receive annual incentive compensation contingent upon the attainment of specific, pre-determined financial metrics and strategic objectives relevant to

25


Table of Contents

the responsibilities of each such executive officer, each of which drives sustainable growth and creates long-term stockholder value. For 2016, the financial metrics and strategic objectives for Messrs. Parker, Hurzeler, Borchers and Hogan's Annual Plan awards included Adjusted Pre-Tax Earnings for the Consumer & Insurance ("C & I") segment, C & I Net Finance Receivables, C & I Net Charge-Off Percentage, and Total Company Operating Expense, as well as our CEO's assessment of the strategic build of the business.

        C & I Adjusted Pre-Tax Earnings, C & I Net Finance Receivables and C & I Net Charge-Off Percentage are non-GAAP financial measures within the meaning of Regulation G and Item 10(e) of Regulation S-K promulgated by the SEC. Please refer to pages 49-52 of our 2016 Annual Report on Form 10-K filed with the SEC on February 21, 2017, for a description and reconciliations of these non-GAAP financial measures.

        Under the Annual Plan, annual compensation targets are set for each participant and a performance range with accompanying variability of compensation is determined for each metric. Our annual incentive program under the Annual Plan for 2016 was structured so that the first $500,000 of amounts payable to a recipient under the 2016 Annual Plan was payable in cash, and any amount payable to a recipient under the 2016 Annual Plan in excess of $500,000 and less than $1,000,000 was payable in the form of service-based restricted stock awards (RSAs) and any amount above $1,000,000 was split equally between cash and service-based RSAs.

        For 2016, Messrs. Hurzeler, Borchers and Hogan were eligible to earn a target bonus amount of $750,000, and Mr. Parker was eligible to earn a target bonus amount of $1,500,000, with possible payouts between 0% and 150% of the target level. Upon completion of the performance year and finalization of the financial metrics and strategic objectives used to measure performance, the CEO provided a candid assessment of, and a recommendation regarding, Messrs. Parker, Hurzeler, Borchers and Hogan's contributions towards the attainment of the applicable metrics and objectives. The Committee reviewed the CEO's assessment and recommendation in light of the Company's performance for the year. In 2017, the Committee approved payments to Messrs. Parker, Hurzeler, Borchers and Hogan in respect of their 2016 Annual Plan awards based upon the achievement of financial metrics and our CEO's assessment of the achievement of strategic objectives; however, as noted above, Mr. Parker received his minimum guaranteed cash amount of $1,350,000 in lieu of his calculated payout under the 2016 Annual Plan. On March 3, 2017, Mr. Hurzeler received service-based RSAs for 2016 performance with a grant date fair value of $213,400 as partial payment of his total 2016 Annual Plan award payout of $713,400. Such RSAs vest ratably in three annual installments beginning on February 20, 2018.

        The financial metrics and strategic objectives results for Messrs. Parker, Hurzeler, Borchers and Hogan's 2016 Annual Plan awards were as follows as reflected in the table below:

26


Table of Contents

GRAPHIC

Equity-Based Incentive Plan Compensation

        We have historically settled awards under our Annual Plan partially in cash and partially in the form of equity-based instruments, including service-based restricted stock units ("RSUs") and RSAs. Our use of equity-based instruments in partial settlement of awards under our Annual Plan ties annual performance to the Company's long-term success by generally basing the magnitude of such equity-based payouts of Annual Plan awards on the applicable NEO's performance during the prior year and imposing continued service-based vesting conditions, generally over a three-year period, on such equity-based instruments.

        In prior years, we have also granted equity-based incentive plan compensation awards intended to serve as incentive for future performance, including performance-based RSUs, service-based RSUs and fully vested RSUs, to certain of our executive officers. As disclosed in prior years, on September 30, 2013, Mr. Levine received a sizeable grant of fully vested RSUs from our predecessor, Springleaf Holdings, LLC. The purpose of this grant was to create a significant ownership stake in the Company for Mr. Levine in order to retain his expertise and service on behalf of the Company and to align his long-term financial interests with those of the Company and its stockholders. These RSUs were settled in shares of our common stock in October 2013 and such shares generally cannot be sold or otherwise transferred for five years following the settlement date, except to the extent necessary to satisfy certain tax obligations. The duration of these restrictions is designed to ensure the engagement of Mr. Levine during the critical first five years of our existence as a publicly traded company. Additionally, as disclosed during prior years, Messrs. Parker and Hurzeler each received sizeable grants of equity-based awards in conjunction with their joining the Company in 2015 and 2014, respectively. During 2016, the performance conditions associated with Mr. Hurzeler's performance-based RSUs that were granted in 2014 were fully satisfied at target and, accordingly, Mr. Hurzeler's 2014 performance-based RSUs were settled in December 2016 with service-based RSUs that vest ratably over three years beginning January 1, 2017.

        As a result of our annual review of our executive officers' total compensation structure, the Committee did not approve any new equity-based incentive plan compensation awards to the NEOs during 2016 that were intended to serve as incentive for future performance. Nevertheless, we believe our use of equity-based instruments with continued service-based vesting conditions in partial settlement of Annual Plan awards and our prior year grants of performance-based RSUs, service-based RSUs and fully vested RSUs, combined with the ownership of SFH Incentive Units (described below) by certain of our executive officers, including each of the NEOs, closely align the interests of our

27


Table of Contents

management with those of the Company and our stockholders by ensuring that our management has a meaningful equity ownership stake in the Company.

SFH Incentive Units

        Certain of our executive officers, including each of the NEOs, hold SFH Incentive Units. These SFH Incentive Units are profit interests that will provide the holders thereof with benefits (in the form of distributions) only if SFH makes distributions to one or more of its common members that exceed specified threshold amounts. These SFH Incentive Units entitle the holders thereof to vote together with SFH common units as a single class on all matters.

        Holders of SFH Incentive Units are generally entitled to receive distributions in respect of their SFH Incentive Units only if they are employed by us or one of our affiliates on, and have not given or received notice of termination of such employment as of, the date the distribution is paid. No distributions in respect of SFH Incentive Units will be provided to holders of SFH Incentive Units following such holder's termination of employment for any reason other than death, in which case such holder's respective beneficiaries will be entitled to any distributions made in respect of the SFH Incentive Units following such holder's date of death. Holders of SFH Incentive Units will also not receive any distributions in respect of their SFH Incentive Units following the termination of employment of both Messrs. Levine and Anderson, in each case for any reason other than death.

        These SFH Incentive Units further align the interests of the holders thereof with those of our stockholders and only deliver value to the extent that distributions by SFH to its owners exceed certain thresholds, including distributions made in connection with sales of our common stock by SFH.

        Although these distributions (if any) are paid by SFH, we are required to recognize such distributions as stock-based compensation expense in our consolidated financial statements under U.S. generally accepted accounting principles ("GAAP"), and such distributions are reflected in the All Other Compensation column of the Summary Compensation Table for the applicable year. Distributions on these SFH Incentive Units are not tax deductible by us. Nevertheless, because the holders of SFH Incentive Units only receive distributions on such SFH Incentive Units if certain thresholds are exceeded at the time that SFH sells its holdings of our common stock, we believe these SFH Incentive Units drive pay for performance. None of the NEOs received any distributions in respect of SFH Incentive Units in 2016.

Benefits

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

        Our defined benefit plans include a tax-qualified pension plan (the "Retirement Plan") and a non-qualified Excess Retirement Income Plan (the "Excess Plan") (collectively the "Pension Plans"). Each of the Pension Plans provides for a yearly benefit based on years of service and average final salary. The Pension Plans and their benefits are described in greater detail below under "—Pension Benefits". As of December 31, 2012, which was prior to eligibility for all of our NEOs other than Messrs. Levine and Borchers, both Pension Plans were frozen with respect to both salary and service levels to prevent future increases in the benefit liabilities established under the applicable Pension Plan. We continue to fund the Retirement Plan's trust to the extent the assets in the trust are less than the present value of the liabilities associated with the Retirement Plan's benefits.

28


Table of Contents

        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 team members on a non-discriminatory basis. The Company implemented a profit sharing plan in 2013 as a means for all team members to share in the Company's successful annual earnings performance. The profit sharing plan includes a cash payment component and a 401(k) retirement contribution component.

Employment Agreements

        We have entered into employment agreements with certain of our executive officers, including Messrs. Levine, Parker and Hurzeler. While we do not maintain a policy of entering into employment agreements with each of our executive officers, we believe the use of employment agreements are appropriate and useful under certain circumstances to attract and retain certain of our executive officers.

Employment Agreement with Mr. Levine

        On September 30, 2014, we entered into an employment agreement with Mr. Levine pursuant to which he serves as our President and CEO. The agreement was scheduled to expire on December 31, 2016, but automatically renewed for an additional one-year term. The agreement is currently scheduled to expire on December 31, 2017, and, unless earlier terminated in accordance with its terms, the agreement will be automatically renewed for additional one-year terms unless either party provides notice of non-renewal to the other at least 90 days before expiration of the then-current term.

        Mr. Levine's employment agreement provides that Mr. Levine receives an annual base salary of $400,000. The agreement also provides that Mr. Levine is eligible to participate in all retirement and welfare benefit plans and paid-time off policies as are made available by us to our senior executives.

        Mr. Levine's employment agreement also provides that if his employment is terminated by us without "cause" (as defined in the agreement) or by Mr. Levine for "good reason" (as defined in the agreement and summarized below), and if Mr. Levine executes a general release of claims in a form acceptable to us and continues to comply with all applicable restrictive covenants, he will receive (i) continued base salary payments for 12 months and (ii) a pro-rated annual bonus for the year of termination, based on the average of the annual bonuses paid to him for the three years prior to termination (or such lesser number of years for which he received a non-zero annual bonus, if applicable).

        Mr. Levine's employment agreement provides that he will not compete with us for one year following notice of his termination of employment for any reason. In addition, the agreement provides that Mr. Levine will not solicit our employees, consultants, independent contractors, service providers, or current or prospective clients or customers for two years following the termination of his employment for any reason. The agreement also contains standard perpetual provisions relating to confidentiality, intellectual property and non-disparagement.

        For purposes of Mr. Levine's employment agreement, "good reason" means, in summary, (i) a substantial and sustained diminution in his authority or responsibility, (ii) a reduction of his base salary or bonus opportunity (other than an across-the-board reduction of less than 10% for all senior management), (iii) relocation of his principal location of employment by more than 25 miles, (iv) his removal as CEO or as a member of our Board, (v) failure to pay him compensation when due, or (vi) our failure to renew the term of the agreement.

Employment Agreement with Mr. Parker

        On October 12, 2015, we entered into an employment agreement with Mr. Parker pursuant to which he serves as our Executive Vice President and CFO. The initial term of the agreement expires

29


Table of Contents

on December 31, 2019, and the agreement will automatically be renewed for additional one-year terms thereafter unless either party provides notice of non-renewal to the other at least 90 days before expiration of the then-current term.

        Mr. Parker's employment agreement provides that Mr. Parker receives an annual base salary of $400,000. Mr. Parker is also to receive a bonus under the Company's annual incentive program, provided that Mr. Parker will receive a minimum of $1,350,000 per year in respect of calendar years 2015 and 2016, subject in each case to reasonable performance objectives agreed upon between the CEO and Mr. Parker each year. The agreement also provides that Mr. Parker is eligible to participate in all retirement and welfare benefit plans and paid-time off policies as are made available by us to our senior executives.

        Mr. Parker's employment agreement also provides that if his employment is terminated by us without "cause" (as defined in the agreement) or by Mr. Parker for "good reason" (as defined in the agreement and summarized below), and if Mr. Parker executes a general release of claims in a form acceptable to us and continues to comply with all applicable restrictive covenants, he will receive (i) continued base salary payments for 12 months, (ii) any earned but unpaid annual bonus for the prior calendar year, (iii) if such termination occurs prior to December 31, 2016, the annual bonus for the year in which such termination occurs (subject to pro-ration based on the number of days served during such year if such termination occurs on or after January 1, 2016 but prior to March 5, 2016), and (iv) if such termination occurs on or after January 1, 2017, the annual bonus for the year in which such termination occurs, pro-rated based on the average of the annual bonuses paid to him for the three years prior to such termination (or such lesser number of years for which he received a non-zero annual bonus, if applicable). Mr. Parker will also be eligible to participate in the OneMain Holdings, Inc. Executive Severance Plan (the "Executive Severance Plan"), provided that any severance amounts payable to Mr. Parker under the Executive Severance Plan will be reduced by the severance amounts payable to Mr. Parker under the terms of his employment agreement.

        Mr. Parker's employment agreement provides that he will not compete with us for one year following notice of his termination of employment for any reason. In addition, the agreement provides that Mr. Parker will not solicit our employees, consultants, independent contractors, service providers, or current or prospective clients or customers for two years following the termination of his employment for any reason. The agreement also contains standard perpetual provisions relating to confidentiality, intellectual property and non-disparagement.

        For purposes of Mr. Parker's employment agreement, "good reason" means, in summary, (i) a material reduction in his level of responsibility, title or authority, (ii) any material breach by the Company of its obligations under the employment agreement, or (iii) relocation of his principal location of employment by more than 60 miles.

Employment Agreement with Mr. Hurzeler

        On April 13, 2015, we entered into a new employment agreement with Mr. Hurzeler effective as of January 1, 2016. The agreement provides that Mr. Hurzeler will continue to serve as our Executive Vice President, Auto Lending under the agreement for an initial term beginning on January 1, 2016 and ending on December 31, 2018. The agreement will automatically be renewed for additional one-year terms thereafter unless either party provides notice of non-renewal to the other at least 90 days before expiration of the then-current term.

        The employment agreement provides that Mr. Hurzeler will continue to receive an annual base salary of $350,000 and will be eligible to receive a minimum annual bonus of $400,000 for each full calendar year during the term of the agreement, subject to his continued employment on the payment date. The agreement also provides that Mr. Hurzeler will continue to be eligible to participate in all

30


Table of Contents

retirement and welfare benefit plans and paid-time off policies as are made available to the Company's other similarly situated executives during the term of the agreement.

        The employment agreement also provides that if his employment is terminated by us without "cause" (as defined in the agreement) and if Mr. Hurzeler executes a general release of claims in a form acceptable to us and continues to comply with all applicable restrictive covenants, he will receive (i) continued base salary payments for 12 months, and (ii) a pro-rated annual bonus for the year of termination, based on the average of the annual bonuses paid to him for the three years prior to termination (or such lesser number of years for which he received a non-zero annual bonus, if applicable).

        The employment agreement provides that Mr. Hurzeler will not compete with us for three years following the termination of his employment by us for cause or a voluntary termination by Mr. Hurzeler (or one year following termination by us for any other reason). In addition, the agreement provides that Mr. Hurzeler will not solicit our employees, consultants, independent contractors, service providers, or current or prospective clients or customers for three years following the termination of his employment by us for cause or a voluntary termination by Mr. Hurzeler (or two years following termination by us for any other reason). The agreement also contains standard perpetual provisions relating to confidentiality, intellectual property and non-disparagement.

Tax Considerations

        Pursuant to Section 162(m) of the Code, annual compensation in excess of $1 million paid to individuals who are "covered employees" will not be deductible by us unless it is "performance-based compensation" or meets another applicable exemption from the limitation. The Committee may authorize payments or awards to eligible participants who are covered employees (or to individuals whom the Committee believes may become covered employees) that are intended to qualify as performance-based compensation under Section 162(m) of the Code. To qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, the exercisability and/or payment of such awards generally must be subject to the achievement of performance criteria based upon one or more performance goals set forth in the applicable plan document and to certification of such achievement in writing by the Committee. The performance criteria must be established in writing by the Committee not later than the time period prescribed under Section 162(m) of the Code.

        In order to compete effectively for executive-level talent, the Committee has not adopted a policy requiring that all compensation be tax deductible. Compensation paid to our NEOs that is not tax deductible by us includes any distributions made by SFH in respect of SFH Incentive Units.

Consideration of Most Recent Say-on-Pay Vote

        At our 2014 Annual Meeting of Stockholders, our stockholders were provided with the opportunity to cast an advisory vote on the compensation of our NEOs for 2013. The say-on-pay vote yielded approximately 97% approval. Notwithstanding this favorable vote, we continue to seek input from our stockholders to understand their views with respect to our approach to executive compensation, and in particular in connection with the Committee's efforts to tie compensation to performance. At the Annual Meeting, our stockholders will again be provided with the opportunity to cast an advisory vote on the compensation of our NEOs for 2016. See "Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation" below for additional information.

31


Table of Contents


Summary Compensation Table for 2016

        The table below summarizes information regarding compensation for the years 2014 through 2016, as applicable, for each of our NEOs.

 
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
 
  Name and Principal Position(1)
   
  Year
   
  Salary
($)

   
  Bonus
($)(2)

   
  Stock
Awards
($)(3)

   
  Option
Awards
($)

   
  Non-Equity
Incentive
Plan
Compensation
($)(4)

   
  Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(5)

   
  All Other
Compensation
($)(6)

   
  Total
($)

   
     Jay N. Levine,     2016     400,000    


 


 


 


  11,499     10,600     422,099  
                                         
    

President and Chief

    2015     400,000    


 


 


 


 


  10,342,046     10,742,046  
                                         
    

Executive Officer

    2014     400,000    


 


 


 


  10,032     16,140     426,172  
     Scott T. Parker,         2016         400,000         1,350,000                                         11,600         1,761,600    
 
    

Executive Vice President and

        2015         50,769         1,350,000         5,600,000                                 799         7,001,568    
 
    

Chief Financial Officer

        2014                                                                    
     Robert A. Hurzeler,     2016     350,000    


 


 


  713,400    


  11,600     1,075,000  
                                         
    

Executive Vice President and

    2015     350,000    


 


 


  641,090    


  17,540     1,008,630  
                                         
    

Chief Operating Officer

    2014     316,346     150,000     5,000,000    


  699,000    


  11,102     6,176,448  
    

Bradford D. Borchers,
Executive Vice President,
Branch Operations

        2016         350,000                                 475,275         20,152         11,600         857,027    
    

David P. Hogan,
Executive Vice President,
Credit & Analytics



 
  2016     350,000    


 


 


  475,275    


  11,600     836,875  
(1)
In June 2016, Mr. Hurzeler was named Chief Operating Officer, assuming responsibilities for the Branch Operations. In December 2016, Mr. Hurzeler assumed responsibilities for marketing and communications.

(2)
For 2015 and 2016, the amounts in this column represent a guaranteed cash bonus paid to Mr. Parker pursuant to the terms of his Employment Agreement. For 2014, the amount in this column represents a sign-on bonus paid to Mr. Hurzeler in conjunction with him joining the Company.

(3)
The amount for 2015 for Mr. Parker represents the grant date fair value of a grant of service-based RSUs pursuant to the terms of his employment agreement. The amount for 2014 for Mr. Hurzeler represents a grant date fair value of $1,000,000 of service-based RSUs granted to him in conjunction with him joining the Company and a grant date fair value of $4,000,000 of performance-based RSUs granted to him in conjunction with him joining the Company. For a summary of the assumptions used in the valuation of these equity-based awards, please see note 21 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.

(4)
Amounts in this column represent amounts paid in respect of awards granted under the Annual Plan. In 2017, Mr. Hurzeler's 2016 Annual Plan award payout in the amount of $713,400 was paid partially in cash in the amount of $500,000 and partially in the form of service-based RSAs with a grant date fair value of $213,400. In 2016, Mr. Hurzeler's 2015 Annual Plan award payout in the amount of $641,090 was paid partially in cash in the amount of $500,000 and partially in the form of service-based RSAs with a grant date fair value of $141,090. In 2015, Mr. Hurzeler's 2014 Annual Plan award payout in the amount of $699,000 was paid partially in cash in the amount of $349,500 and partially in the form of service-based RSUs with a grant date fair value of $349,500. In 2017, Mr. Hogan's 2016 Annual Plan award payout in the amount of $475,275 was settled in cash. In 2017, Mr. Borchers' 2016 Annual Plan award payout in the amount of $475,275 was settled in cash. The service-based RSUs granted in partial payment of Annual Plan awards vest in three annual installments beginning on the first anniversary of the grant of such award.

(5)
Messrs. Levine and Borchers were the only NEOs who were eligible to participate in the Pension Plans before they were closed to new participants on December 31, 2012. The amounts in this column for 2016 reflect the actuarial increase in the present value of the pension benefits under our Pension Plans for Messrs. Levine and Borchers, determined using the same interest rate and mortality assumptions as those used for financial statement reporting purposes. The actual change in the pension values for 2015 (reflecting the change in value from 2014 to 2015) was negative. For Mr. Levine, the loss was $1,246 in 2015. The amounts were calculated using the discount rates of 3.90% for the Retirement Plan and 3.55% for the Excess Plan as of December 31, 2014; discount rates of 4.27% for the Retirement Plan and 3.83% for the Excess Plan as of December 31, 2015; and discount rates of 4.05% for the Retirement Plan and 3.67% for the Excess Plan as of December 31, 2016.

32


Table of Contents

(6)
The amounts shown in this column include the following:
 
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
 
  Name
   
  Year
   
  HSA
Company
Contribution

   
  401(k)
Match

   
  SFH
Incentive
Unit
Distribution

   
  Earned
Profit
Sharing
Contribution
to 401(k)

   
  Earned
Profit
Sharing
Cash

   
  Total
All Other
Compensation(a)

   

  

 

Jay N. Levine

    2016    


  10,600    


 


 


  10,600  
                                 

  

 

    2015    


  10,200     10,327,109     3,737     1,000     10,342,046  
                                 

  

 

    2014    


  10,200    


  4,940     1,000     16,140  

  

 

Scott T. Parker

        2016         1,000         10,600                                 11,600    
 

  

            2015                                 716         83         799    
 

  

            2014                                                    

  

 

Robert A. Hurzeler

    2016     1,000     10,600    


 


 


  11,600  
                                 

  

 

    2015     1,000     10,600    


  4,940     1,000     17,540  
                                 

  

 

    2014     840     7,023    


  3,239    


  11,102  

  

 

Bradford D. Borchers

        2016         1,000         10,600                                 11,600    

  

 

David P. Hogan

    2016     1,000     10,600    


 


 


  11,600  
(a)
In April 2015, SFH sold 8,447,049 shares of our common stock that were beneficially owned by AIG Capital Corporation, a subsidiary of American International Group, Inc. ("AIG"), and, as a result of such sale, Mr. Levine received a cash distribution from SFH (and not the Company) in respect of his SFH Incentive Units during 2015. Although these distributions were paid by SFH, we are required to recognize such distributions as stock-based compensation expense in our consolidated financial statements under GAAP, and such distributions are reflected in the All Other Compensation column of the Summary Compensation Table for 2016.

33


Table of Contents


Grants of Plan-Based Awards for 2016

        The table below summarizes information regarding grants of plan-based awards to our NEOs during 2016.(1)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

        Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards
  Estimated Future Payouts
Under Equity Incentive
Plan Awards
  All Other
Stock
Awards:
Number of
Shares of
Stock or
  All Other
Option
Awards:
Number of
Securities
Underlying
  Exercise
or Base
Price of
Option
  Grant
Date Fair
Market
Value of
Stock and
Option
 
 

 

Name

  Grant Date   Threshold
($)
  Target
($)
  Maximum
($)
  Threshold
($)
  Target
($)
  Maximum
($)
  Units
(#)
  Options
(#)
  Award
($/Sh)
  Awards
($)
 

 

Jay N. Levine











































 

Scott T. Parker(2)

  03/25/2016   750,000   1,500,000   2,250,000                

 

Robert A. Hurzeler(2)

03/25/2016 375,000 750,000