Bryan Campbell
About Bryan Campbell
J. Bryan Campbell is Senior Vice President and Chief Accounting Officer (principal accounting officer) of Bread Financial (BFH). He was appointed effective November 8, 2021, after senior finance roles at American Express and earlier positions at GE, Credit Suisse, Deloitte, and KPMG . He holds a B.A. in accounting and finance from the University of Colorado at Boulder and is a CPA in Colorado; age 52 as presented in BFH’s 2025 proxy . Company performance context for incentives includes 2024 highlights such as CET1 rising to 12.4%, tangible book value per share to $46.97, consumer deposits to $7.7B (43% of funding), and repurchase of $306M principal of convertibles, with operating priorities reflected in incentive metrics (PPNR, Average Loans, NCLs, Operating Leverage, NPS) .
Past Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| American Express | VP Finance, Controllership leadership; VP Finance – Head of External Reporting; other roles | 2007–2021 | Led external reporting and controllership leadership functions . |
| General Electric | Assistant Controller | 2006–2007 | Corporate controllership responsibilities . |
| Credit Suisse; Deloitte; KPMG | Various strategic and finance roles | 1995–2006 | Progressive finance and accounting roles across banking and public accounting . |
External Roles
- None disclosed in BFH filings for Campbell (no external directorships or committee roles noted in executive bio) .
Fixed Compensation
| Item | Details |
|---|---|
| Appointment effective date | November 8, 2021 |
| Base salary (upon appointment) | $400,000 |
| Target annual bonus (AIC) | 60% of base salary (target) |
| 2022 annual LT equity (core) | Time-based RSUs, grant date FV $450,000, vest annually over 3 years beginning 2023 |
| Make‑whole equity (forfeiture replacement) | Time-based RSUs, $150,000 grant FV, vest over 3 years |
| Make‑whole cash | $750,000 (50% within 30 days of start; 50% in Feb 2022) |
Performance Compensation
- Annual Incentive Compensation (AIC): Executives are measured on a balanced scorecard with defined weights. 2024 example weights include: PPNR (30%), Average Loans (10%), Net Credit Losses (10%), Operating Leverage (10%), ERM Composite (10%), Performance on Critical SLAs (5%), Digital Engagement (5%), Application Availability (5%), NPS (5%), Associate Engagement (5%), plus strategic modifiers (e.g., CFPB Late Fee rule readiness; Operational Excellence) .
- Long-Term Incentive Compensation (LTIC): Mix of 60% performance-based RSUs (PBRSUs) and 40% time-based RSUs (TBRSUs). PBRSUs measured on multi-year metrics; TBRSUs vest ratably over three years .
- 2025 PBRSU redesign (stockholder feedback): 75% ROTCE, 25% EPS, with a ±10% relative TSR modifier vs a defined peer group; payout curve threshold 50%, max 150% over a 3-year period .
| Metric (Program) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| PPNR (AIC) | 30% | Not individually disclosed for CAO | Not disclosed | Not disclosed | Annual cash AIC, 1-year . |
| Average Loans (AIC) | 10% | Not disclosed | Not disclosed | Not disclosed | Annual cash AIC . |
| Net Credit Losses (AIC) | 10% | Not disclosed | Not disclosed | Not disclosed | Annual cash AIC . |
| Operating Leverage (AIC) | 10% | Not disclosed | Not disclosed | Not disclosed | Annual cash AIC . |
| ERM Composite (AIC) | 10% | Not disclosed | Not disclosed | Not disclosed | Annual cash AIC . |
| Digital/IT/NPS/Assoc. (AIC components) | 5% each (as listed) | Not disclosed | Not disclosed | Not disclosed | Annual cash AIC . |
| PBRSU (ROTCE/EPS; rTSR modifier from 2025) | 60% of LTIC | Multi‑year targets defined by CHCC | Not disclosed | 50%–150% | 3‑year cliff . |
| TBRSU | 40% of LTIC | Time-based | N/A | N/A | 3‑year ratable vesting . |
Notes: Campbell’s individual AIC outcomes and PBRSU targets/results are not disclosed, as he is not a named executive officer (NEO) in the proxy; table reflects company program design and weights .
Equity Ownership & Alignment
- Executive stock ownership guidelines: Executives must hold BFH stock equal to a multiple of base salary; compliance measured from hire/promotion with expectation to meet thresholds within five years. Shares owned outright and 70% of unvested TBRSUs count; until compliant, executives must retain at least 50% of net shares from vesting and cannot sell below the threshold thereafter .
- Anti‑hedging and anti‑pledging: BFH prohibits hedging, short sales, and pledging; directors/officers cannot hold Company securities in margin or pledge as collateral; trading permitted only in windows and with pre‑clearance for covered persons .
- Clawback/recoupment: Company maintains a Compensation Recoupment Policy among its governance documents disclosed to investors .
Vesting and potential selling pressure context:
- TBRSUs vest ratably over three years; PBRSUs vest on a 3‑year cliff; Campbell’s 2022 RSUs vest annually starting 2023. Any potential selling pressure is mitigated by pre‑clearance, window periods, and holding requirements until guideline compliance .
Employment Terms
| Term | Details |
|---|---|
| Role/title | SVP & Chief Accounting Officer; principal accounting officer . |
| Employment start | Appointed effective Nov 8, 2021 . |
| Initial pay terms | $400k base; 60% target AIC; 2022 TBRSUs $450k FV (3‑yr ratable); make‑whole RSUs $150k (3‑yr) and $750k cash (split) . |
| Change‑in‑control (equity) | Under BFH equity plans, CHCC may accelerate vesting on CoC; if terminated without cause or resigns for good reason within 12 months post‑CoC, restrictions lapse and awards vest in full (double‑trigger vesting protection) . |
| Trading/pledging | Hedging and pledging prohibited; pre‑clearance and trading‑window rules apply . |
| Ownership guidelines | Multiple of salary; 70% of unvested TBRSUs count; 50% net‑shares retention until compliance . |
Performance & Track Record
- 2024 business and balance-sheet outcomes underlying pay programs: CET1 capital ratio increased to 12.4%; tangible book value per share rose to $46.97; consumer deposits grew to $7.7B (43% of total funding); repurchased ~$306M principal of convertibles; secured 85% of loans through at least 2026 and 9 of 10 largest programs through at least 2028 .
- Operational focus areas tied to incentives included Responsible Growth, macro/regulatory management, Digital & Technology acceleration, and Operational Excellence, with measurable actions and scorecard linkages in AIC and LTIC .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay support was ~82% at the 2024 annual meeting; in response to investor feedback, 2025 PBRSUs were redesigned to include 75% ROTCE and 25% EPS with a ±10% rTSR modifier; AIC design changes (e.g., higher weight to stockholder metrics, core scorecard cap absent financial threshold) were supported by investors .
Compensation Structure Analysis
- At‑risk orientation: Executive target pay is heavily variable and performance‑based; in 2024, average NEO at‑risk pay was ~79%, with 60% of NEO total direct compensation performance‑based (company‑wide design context) .
- Shift to multi‑metric PBRSUs: Moving from single‑metric ROE PBRSUs to ROTCE/EPS plus rTSR modifier increases alignment with long‑term value creation and peer-relative performance, addressing investor feedback .
- Use of operating and risk controls in AIC: Balanced scorecard with financial, credit, risk management, digital/IT and customer metrics reduces single‑metric gaming and ties annual cash to broad execution quality .
Investment Implications
- Alignment and retention: Multi‑year PBRSU/TBRSU structures, five‑year ownership guideline window, and 50% net‑share retention enhance alignment and reduce short‑termism; anti‑hedging/pledging and pre‑clearance mitigate adverse trading signals .
- Selling pressure watchpoints: Time‑based RSU vesting (including Campbell’s 2022 awards) typically occurs on annual schedules; monitoring standard trading windows around these dates is prudent, though policy controls and retention rules limit discretionary selling .
- Change‑in‑control protections: Double‑trigger acceleration on equity upon CoC and qualifying termination supports management continuity but could concentrate near‑term incentives in strategic event windows .
- Governance and pay responsiveness: The 2025 PBRSU redesign toward ROTCE/EPS with rTSR adjustment and strong say‑on‑pay engagement suggest constructive alignment with shareholder preferences, which can lower governance risk premia .