John Gerspach
About John C. Gerspach, Jr.
John C. Gerspach, Jr., age 71, has served as an independent director of Bread Financial Holdings (BFH) since 2020 and is a former Chief Financial Officer of Citigroup (2009–2019). He currently chairs the Audit Committee and sits on the Risk & Technology Committee; the Board has designated him an Audit Committee financial expert. He holds a B.S. in Accountancy from the University of Notre Dame and was a CPA in New York (1977–2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup, Inc. | Chief Financial Officer | 2009–2019 | Executive leadership of global finance; audit, accounting, risk management experience |
| Citigroup, Inc. | Various increasing roles | 1990–2009 | Broad financial leadership culminating in CFO role |
| Penn Central Industries Group | Chief Financial Officer | 1986–1990 | Corporate finance leadership |
| ITT Corporation (Defense Contracting Group) | Comptroller | 1980–1986 | Financial controls and accounting leadership |
| Arthur Andersen & Co. | Various roles (early career) | n/a | Foundational audit/accounting experience |
| Financial Accounting Standards Advisory Council | Member | 2010–2013 | Advisory role on accounting standards |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (current) | — | — | None reported as of Mar 20, 2025 (0 current public boards) |
| Financial Accounting Standards Advisory Council | Member | 2010–2013 | External standard-setting advisory experience |
Board Governance
- Committee assignments: Audit Committee Chair; Risk & Technology Committee member .
- Independence: Board affirmatively determined Gerspach is independent under NYSE and SEC rules .
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024; Board met 7 times; Audit 20; Risk & Technology 4 .
- Financial expertise: Identified by the Board as an Audit Committee financial expert .
- Executive sessions: As Audit Chair, typically leads executive sessions with the CFO, VP Global Audit, and external auditor after quarterly Audit Committee meetings, indicating direct oversight and engagement .
- Succession/retirement planning: With a mandatory director retirement age of 75, the Nominating & Corporate Governance Committee is actively planning succession for directors approaching that age, explicitly including Mr. Gerspach (71) .
Fixed Compensation
Director pay structure (2024–2025 service term):
| Element | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 95,000 | Paid quarterly in advance |
| Audit Committee Chair retainer | 40,000 | Chair supplemental retainer |
| Risk & Technology Committee member retainer | 10,000 | Member retainer |
| Special meeting fees (Audit) | 1,500 | Paid beyond activity threshold; Audit Committee exceeded threshold in 2024 |
| Annual equity award (TBRSUs) | 140,000 | One-year vest; option to defer delivery up to five years |
Gerspach’s reported 2024 director compensation (fiscal year ended Dec 31, 2024):
| Item | 2024 ($) |
|---|---|
| Fees Earned or Paid in Cash | — (elected 100% equity in lieu of cash) |
| Stock Awards (ASC 718 grant-date value) | 294,522 |
| Total | 294,522 |
| RSUs held as of 12/31/2024 (count) | 31,239 |
- Equity vesting practice changed from legacy 10-year to one-year for director grants beginning in 2024, with a new holding requirement (see below) .
Performance Compensation
Directors do not receive performance-based incentive compensation; annual equity grants are time-based RSUs (TBRSUs) with one-year vesting. No financial or ESG performance metrics apply to director compensation .
| Metric | Applies to Non-Employee Directors? | BFH Practice Reference |
|---|---|---|
| Financial/operational targets (e.g., EPS, ROE, TSR) | No | Director equity awards are TBRSUs; no performance criteria |
| Holding/ownership alignment | Yes | One-year vesting; 50% post-vest holding requirement; 5x retainer ownership guideline |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | 0 (as of Mar 20, 2025) |
| Compensation committee interlocks | Company discloses no interlocks among CHCC members; Gerspach is not on CHCC |
Expertise & Qualifications
- Former CFO of a global systemically important bank (Citigroup), bringing deep experience in audit, accounting, risk management and international operations .
- Board-designated Audit Committee financial expert .
- Prior service on FASAC underscores standard-setting literacy and financial reporting acumen .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 18,212; includes 6,000 held by the Gerspach 2020 GST Exempt Trust |
| Ownership % of outstanding | <1% (based on 48,141,920 shares outstanding as of Mar 20, 2025) |
| RSUs held (12/31/2024) | 31,239 RSUs |
| Recent vesting/deferrals | 1,187 RSUs vested on Jan 16, 2025; delivery deferred until the earlier of Jan 16, 2029 or Board service end. 1,025 RSUs scheduled to vest within 60 days of Mar 20, 2025; delivery deferred until the earlier of Apr 15, 2029 or Board service end . |
| Ownership guidelines | Directors must hold 5x annual retainer; unvested RSUs count toward compliance |
| Holding requirement | Must hold at least 50% of net shares from each RSU vest and cannot sell below guideline thereafter |
| Compliance status | All current directors are compliant with holding requirements; all current directors except three recent appointees (not including Mr. Gerspach) are compliant with ownership guidelines |
| Hedging/pledging | Prohibited; directors may not hedge, short, or pledge company stock or hold in margin accounts |
Governance Assessment
Strengths
- Audit Committee Chair with designated “financial expert” status; leads executive sessions with finance, internal audit, and external auditors—supports robust financial reporting oversight and auditor independence .
- Independent director with confirmed independence under NYSE/SEC rules .
- No related-party transactions disclosed involving directors; Audit Committee reviews/approves any such transactions under a formal policy .
- Ownership alignment: elected to take 100% of cash fees in equity; meaningful RSU holdings; complies with stringent 5x retainer ownership guidelines and 50% post-vest holding requirement; hedging/pledging prohibited .
- No overboarding risk: 0 current public boards outside BFH; Audit Committee service within BFH only .
Risks/Watch Items
- Board succession: Gerspach is 71 and approaching the mandatory retirement age of 75; the Nominating & Corporate Governance Committee has succession planning underway to preserve audit/risk continuity .
- High Audit Committee workload (20 meetings in 2024) reflects elevated oversight demands; sustained intensity requires continued bandwidth and succession planning for the Chair role .
Related-Party/Conflict Review
- Company policy prohibits related-party transactions absent Audit Committee approval; factors include fairness, arm’s length terms, and independence impact. Company disclosed no such transactions since the start of 2024 .
Director Compensation Summary (Context)
| Component | Structure |
|---|---|
| Cash | Annual Board retainer ($95,000) plus chair/member retainers by committee (e.g., Audit Chair $40,000; Risk & Technology member $10,000); special meeting fees beyond activity threshold |
| Equity | Annual $140,000 TBRSU grant; one-year vesting; optional delivery deferral up to 5 years |
| Process | CHCC reviews director pay with Meridian peer benchmarks; all independent |
Attendance & Engagement
- Board/Committee meetings in 2024: Board (7); Audit (20); Risk & Technology (4). Each director attended at least 75% of applicable meetings; all nominees attended the 2024 annual meeting .
Independence & Policies
- Independence affirmed; comprehensive Codes of Ethics and Insider Trading Policy in force; prohibition on hedging/pledging and robust director education and onboarding .
Potential Red Flags
- None observed: no related-party transactions; strong independence and oversight framework; rigorous ownership/holding rules; no hedging/pledging; no overboarding .