Joseph Motes
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary at BREAD FINANCIAL HOLDINGS
Executive
About Joseph Motes
Joseph L. Motes III is Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary at Bread Financial, serving in his current role since June 2019 after joining the company in July 2015; he is 63 years old, holds a B.S. in geology from Trinity University and a J.D. from SMU Dedman School of Law, where he served as Editor-in-Chief of the SMU Law Review . Company performance under the executive team included raising CET1 capital ratio to 12.4%, increasing tangible book value per share to $46.97, growing consumer deposits to $7.7B, and reducing double leverage to 105% as of year-end 2024, framing the pay-for-performance context for NEO incentives . Executive compensation is heavily performance-based with balanced short-term AIC and long-term PBRSUs tied to ROE (shifting to ROTCE/EPS with rTSR modifier starting 2025), supported by clawbacks and strict insider trading/pledging prohibitions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Akin, Gump, Strauss, Hauer & Feld, LLP | Partner | ~20 years | Lead relationship partner to Bread Financial (prior to joining the company) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| No public company directorships disclosed | — | — | — |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 625,384 | 643,846 | 650,379 |
| Target AIC (%) | — | 150% (unchanged in 2024) | 150% |
| Actual AIC Payment ($) | 1,188,905 | 1,092,308 | 1,287,000 |
| Stock Awards ($) | 1,210,283 | 900,201 | 1,404,066 |
| All Other Compensation ($) | 53,294 | 76,863 | 122,282 |
| Total Compensation ($) | 3,077,866 | 2,713,218 | 3,463,727 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (AIC) | Core scorecard (financial & operational) | — | — | 107.77% core payout | 130.00% with modifiers | Paid Feb-2025 |
| AIC Financial metrics | PPNR | 30% | — | — | Included in core | Annual, cash |
| AIC Financial metrics | Average Loans | 10% | — | — | Included in core | Annual, cash |
| AIC Financial metrics | Net Credit Losses (NCLs) | 10% | — | — | Included in core | Annual, cash |
| AIC Financial metrics | Operating Leverage | 10% | — | — | Included in core | Annual, cash |
| AIC Risk/Tech | ERM Composite | 10% | — | — | Included in core | Annual, cash |
| AIC Customer/Tech | Application Availability | 5% | — | — | Included in core | Annual, cash |
| AIC Customer/Tech | Digital Engagement Composite | 5% | — | — | Included in core | Annual, cash |
| AIC Customer | NPS | 5% | — | — | Included in core | Annual, cash |
| AIC Modifier | Operational Excellence | — | Formulaic matrix | >$20mm incremental value | +10% modifier | Annual |
| AIC Modifier | DCF modifier | — | Board framework | Considered balance sheet/tech/ERM | +2.98% modifier | Annual |
| Long-Term Equity (PBRSU) | ROE (annual tranches) | 60% of LTIC mix | 24–26% ROE target band | FY22: 30.7%; FY23: 24.7%; FY24: 26.8% (adjusted) | 120.2% average payout for 2022 grant | 3-year cliff; vested 2/15/2025 |
| Long-Term Equity (TBRSU) | Time-based | 40% of LTIC mix | — | — | — | Ratably over 3 years |
Notes:
- 2024 AIC final payout for Motes: $660,000 base × 150% target × 130% = $1,287,000 .
- 2025 PBRSUs redesigned to 75% ROTCE, 25% EPS, with ±10% rTSR modifier relative to a peer group, improving alignment with shareholder feedback .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 45,162 shares; <1% of outstanding; 48,141,920 shares outstanding as of Mar 20, 2025 |
| Ownership Guidelines | Executives must hold a multiple of base salary; include shares owned and 70% of unvested TBRSUs; must hold ≥50% of net shares at vesting until compliant; all current NEOs (except January 2024 hire) in compliance as of Mar 31, 2025 |
| Hedging/Pledging | Prohibited: no hedging, short sales, margin accounts, or pledging company stock |
| 2024 RSUs Vested | 27,782 shares vested; $1,045,024 value realized; 11,176 shares withheld for taxes |
| Unvested TBRSUs (12/31/2024) | 25,035 units; market value $1,528,637; vest 11,144 on 2/15/25, 9,001 on 2/15/26, 4,890 on 2/15/27 |
| PBRSUs (2022 award result) | 12,053 units vested 2/15/2025 based on ROE outcome (subject to additional time-based restrictions until vest date) |
| PBRSUs (2023 grant) | 29,186 unearned units outstanding (SEC guidance reflects maximum based on 2-year performance-to-date); cliff vest on 2/15/2026, subject to ROE results |
| PBRSUs (2024 grant) | 22,423 target units; cliff vest on 2/15/2027, subject to ROE results |
| Option Awards | Company has not granted stock options to NEOs in recent years; no outstanding executive options |
Employment Terms
| Term | Provision |
|---|---|
| Current Role Start | EVP, Chief Administrative Officer, General Counsel and Secretary since June 2019; with BFH since July 2015 |
| Employment/Severance Agreements | None for executive officers (no employment, severance, or change-in-control agreements) |
| Change-in-Control (CIC) | Double trigger on equity: acceleration if not assumed/substituted, or if terminated without cause/resign for good reason within 12 months post-CIC; estimated payout value for Motes: $4,821,785 (assumes target payouts and stock price $61.06 on 12/31/2024) |
| Clawback | Comprehensive clawback compliant with Exchange Act 10D and NYSE Section 303A.14 for accounting restatements |
| Insider Trading Windows | Trades permitted only in designated windows and with preclearance; policy filed as Exhibit 19 to FY2024 Form 10-K |
| Perquisites (2024) | Executive life insurance ($8,251), financial planning ($1,055), supplemental disability ($7,459); dividend equivalents on vested RSUs ($59,933) |
Investment Implications
- Pay-for-performance alignment: Motes’ variable pay is driven by a balanced AIC scorecard and ROE-based PBRSUs, with 2024 AIC core payout at 107.77% and total payout at 130% after modifiers, and 2022 PBRSUs paying out at 120.2%—tying cash and equity outcomes to multi-metric performance and ROE discipline .
- Retention and supply dynamics: Significant unvested TBRSUs/PBRSUs across 2025–2027 create retention hooks; annual February vesting cycles (e.g., 27,782 RSUs vested in 2024 with tax withholding) can add predictable supply but holding requirements require retention of ≥50% of net shares until ownership compliance, dampening selling pressure .
- Governance and risk: No severance/CIC cash guarantees; double-trigger equity acceleration reduces entrenchment while safeguarding talent in a sale; robust clawback and strict prohibition on hedging/pledging align incentives and reduce risk of misaligned personal leverage .
- Program improvement: 2025 PBRSU redesign to add ROTCE and EPS with an rTSR modifier responds to shareholder feedback and may tighten correlation between pay and shareholder returns—positive signal for say-on-pay outcomes and incentive quality .