John Fawcett
About John J. Fawcett
John J. Fawcett, age 66, is an independent director of Bread Financial (BFH) since 2024, designated an Audit Committee financial expert under SEC rules and NYSE standards . In 2025 he is proposed to serve on the Audit Committee and the Risk & Technology Committee (not as chair) , with prior biography text noting Nominating & Corporate Governance Committee experience . He holds a bachelor’s degree in accounting and an MBA from St. John’s University, and brings extensive CFO and senior finance leadership experience at CIT Group, Citizens Financial Group, RBS/Citizens, and Citigroup, as well as earlier audit experience at KPMG .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CIT Group Inc. | Executive Vice President & Chief Financial Officer | Apr 2017 – Jan 2022 | CFO through CIT’s acquisition by First Citizens BancShares |
| Citizens Financial Group, Inc. | Interim Chief Financial Officer | Dec 2016 – Mar 2017 | Interim stabilization of finance leadership |
| Rabobank (Utrecht-Americas Holding Company) | Director | 2016 – 2017 | Chair of the Audit Committee |
| RBS Americas & Citizens Financial Group | EVP & Chief Financial Officer | Jan 2008 – Apr 2015 | Led finance across RBS/Citizens U.S. operations |
| Citigroup Inc. | Senior finance roles incl. CFO, Global Transaction Services; CFO, Commercial Markets Business | 1987 – 2007 | Increasing responsibility across major finance units |
| KPMG | Senior Audit Manager (Banking & Financial Services) | 1980 – 1987 | Led banking audit engagements |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rabobank (Utrecht-Americas Holding Company) | Director; Audit Committee Chair | 2016 – 2017 | Non‑U.S. banking subsidiary; audit chair role |
Board Governance
- Independence: Board determined all standing committee members/nominees are independent; Fawcett is listed as independent .
- Committees: Proposed 2025 memberships show Fawcett on Audit (member) and Risk & Technology (member); Audit Committee chaired by John C. Gerspach Jr.; Risk & Technology chaired by Timothy J. Theriault .
- Audit financial expert: Board determined Fawcett possesses accounting/financial management expertise and is an Audit Committee financial expert .
- Attendance: In 2024, the Board met 7 times; each director attended at least 75% of Board and committee meetings during their tenure. Committees held: Audit 20, Compensation & Human Capital (CHCC) 7, Nominating & Corporate Governance 4, Risk & Technology 4 .
- Audit oversight: Audit Committee members (Ballou, Fawcett, Gerspach [Chair], Theriault) signed the 2025 Audit Committee report; they oversee auditor appointment (Deloitte) and pre‑approve audit/permissible non‑audit services .
Fixed Compensation
BFH 2024–2025 non‑employee director compensation framework (cash retainers and fees):
| Element | Amount ($) |
|---|---|
| Board Cash Retainer | 95,000 |
| Board Chair Supplemental Retainer | 150,000 |
| Audit Committee Chair Supplemental Retainer | 40,000 |
| Audit Committee Member Retainer | 20,000 |
| Compensation & Human Capital Committee Chair Supplemental Retainer | 30,000 |
| Compensation & Human Capital Committee Member Retainer | 10,000 |
| Nominating & Corporate Governance Chair Supplemental Retainer | 30,000 |
| Nominating & Corporate Governance Member Retainer | 10,000 |
| Risk & Technology Chair Supplemental Retainer | 30,000 |
| Risk & Technology Member Retainer | 10,000 |
| Special Meeting Fee – Board | 1,500 |
| Special Meeting Fee – Committee Chair | 1,500 |
| Special Meeting Fee – Committee Member | 1,000 |
John J. Fawcett – 2024 actual director compensation:
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | 62,500 |
| Stock Awards ($) | 141,177 |
| Option Awards ($) | – |
| Non‑Equity Incentive Plan Compensation ($) | – |
| All Other Compensation ($) | – |
| Total ($) | 203,677 |
Note: Fawcett joined at the beginning of the 2024–2025 service term; cash retainers are paid quarterly in advance and equity awards are granted at the start of the service year .
Performance Compensation
- Structure: Annual equity award of $140,000 in time‑based RSUs (TBRSUs) for the 2024–2025 service term; vest one year from grant with option to defer delivery up to five years under Section 409A .
- Holding requirement: Non‑employee directors must hold at least 50% of net shares acquired at each RSU vesting and not sell below compliance threshold thereafter .
Equity award and vesting details:
| Component | FY 2024 |
|---|---|
| Annual Equity Award (policy) | $140,000 TBRSUs; one‑year vesting; optional delivery deferral up to 5 years |
| Stock Awards recognized (ASC 718 grant‑date value) | $141,177 (Fawcett) |
| Options/PSUs | None disclosed for directors in 2024 |
| Holding Requirement | Hold ≥50% of net shares at each vesting; ongoing threshold |
Other Directorships & Interlocks
| Company/Institution | Role | Committee Role | Overlap/Interlock |
|---|---|---|---|
| Rabobank (Utrecht‑Americas Holding Company) | Director | Audit Chair | External banking governance experience |
| Citigroup (prior employer) | — | — | Fawcett and Gerspach are both former Citi senior finance executives; Gerspach is listed as former CFO of Citigroup and Audit Chair at BFH , indicating a shared background and potential information flow within audit oversight. |
Expertise & Qualifications
- Extensive executive‑level banking/financial services experience across strategic planning, financial analysis, accounting, treasury, tax, M&A, complex transactions, and investor relations .
- Audit/finance literacy is recognized formally; Fawcett is deemed an Audit Committee financial expert by the Board .
- Education includes a bachelor’s in accounting and an MBA from St. John’s University .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Shares Outstanding | As‑of Date |
|---|---|---|---|
| John J. Fawcett | 3,000 | <1% | Mar 20, 2025 |
Additional alignment indicators:
- RSUs held: As of Dec 31, 2023, Fawcett held 3,473 RSUs (reflecting initial director equity accrual) .
- Stock ownership guideline: Directors must maintain investment equal to 5x annual retainer (includes unvested RSUs) .
- Compliance status: As of Mar 31, 2025, all directors comply with holding requirements; all directors except Fawcett, Lakhwara, and St. Clair (each joined within the last two years) comply with the stock ownership guideline .
Governance Assessment
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Strengths
- Independent director with deep CFO pedigree across multiple major financial institutions; formal designation as Audit Committee financial expert adds credibility to financial oversight .
- Active service on Audit and Risk & Technology Committees aligns with his risk/accounting background; Audit Committee engagement documented via 2025 report .
- Board/committee attendance standards met broadly in 2024 (≥75% for each director), with robust audit committee activity (20 meetings) indicating substantive oversight .
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Compensation & Alignment
- Director pay mix is standard for BFH: fixed cash retainers plus time‑based RSUs; no options or performance‑based equity for directors in 2024, reducing incentive complexity and potential metric gaming risk .
- Revised director equity vesting to one‑year from grant, with new post‑vesting holding requirements and a 5x retainer ownership guideline; as a newer director, Fawcett is not yet at guideline compliance, but is subject to holding rules .
-
Conflicts & Related Parties
- No related‑party transactions involving directors since the beginning of 2024; formal policy requires Audit Committee review/approval of any related party transactions above $120,000 and outlines pre‑approved exceptions .
-
Compensation Committee Practices
- CHCC uses Meridian for competitive pay benchmarking and applies the executive peer group for director compensation decisions; cash/equity elements and meeting fees are transparent and paid per policy .
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RED FLAGS
- Not yet meeting stock ownership guideline (5x retainer) as of Mar 31, 2025 due to recent appointment; though compliant with holding requirements, this represents a temporary alignment shortfall relative to seasoned directors .
- Shared prior employer background with BFH Audit Chair (both former Citigroup senior finance leaders) may concentrate finance perspectives; not a disclosed conflict, but investors should monitor independence of judgment within audit oversight dynamics .
Overall, Fawcett’s strong finance background and audit expertise support board effectiveness in financial oversight. Compensation structure is conventional and risk‑neutral for directors, while alignment continues to build via RSU vesting and holding requirements; no related‑party exposure is disclosed .