Joyce St. Clair
About Joyce St. Clair
Joyce St. Clair, age 66, is an independent director of Bread Financial Holdings, Inc. (BFH) who joined the Board in 2023 and serves on the Compensation & Human Capital Committee and the Risk & Technology Committee . Her background spans senior executive roles at Northern Trust, including Chief Human Resources Officer, Chief Capital Management Officer, President of Operations & Technology, President of Enterprise Operations, and Chief Risk Officer; she previously worked at Accenture and served on the Pension Benefit Guaranty Corporation (PBGC) advisory committee; she holds a bachelor’s degree from Indiana University Kelley School of Business and an MBA from the University of Chicago Booth School of Business . As of May 13, 2025, the Board’s skills matrix lists her tenure at approximately 1.92 years, consistent with her 2023 appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Corporation | EVP & Chief Human Resources Officer | Jul 2018 – Apr 2022 | Led human capital strategy and governance at a global financial institution |
| Northern Trust Corporation | Executive Vice President & Chief Capital Management Officer | 2015 – 2018 | Oversight of regulatory capital and liquidity requirements; capital planning expertise |
| Northern Trust Corporation | President, Enterprise Operations | 2014 – 2015 | Operations leadership across enterprise functions and transaction processing |
| Northern Trust Corporation | President, Operations & Technology | 2011 – 2014 | Technology, cybersecurity, and operations oversight; data/process modernization |
| Northern Trust Corporation | Chief Risk Officer | 2007 – 2011 | Enterprise risk management, compliance, and control environment leadership |
| Accenture | Associate Partner | Prior to 1992 | Consulting and operational transformation experience |
| PBGC (U.S. Gov’t) | Advisory Committee Member | 2016 – 2019 | Pension policy advisory; federal governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (current) | N/A | As of Mar 20, 2025 | None (0 current public boards per BFH matrix) |
| PBGC Advisory Committee | Committee Member | 2016 – 2019 | Presidential appointment; term completed |
Board Governance
- Committee assignments: Compensation & Human Capital Committee member; Risk & Technology Committee member; not a committee chair .
- Independence: Board affirmatively determined she is independent under SEC and NYSE standards; all standing committee members are independent .
- Attendance and engagement: Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings during their tenure; all director nominees attended the 2024 annual meeting . Board and committee activity in 2024: Audit (20), Compensation & Human Capital (7), Nominating & Corporate Governance (4), Risk & Technology (4) .
- Executive sessions: Board and each standing committee regularly hold executive sessions; Risk & Technology meets with CRO; CHCC meets in executive session on CEO pay .
- Oversight scope: Risk & Technology oversees ERM, technology, cybersecurity, AI governance; CHCC oversees executive compensation design, HCM strategy, compensation recoupment policy; N&CG oversees governance and sustainability; Audit oversees financial reporting and related-party monitoring .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $95,000 | Paid quarterly in advance |
| Committee member retainers | $10,000 per committee | CHCC member: $10,000; Risk & Technology member: $10,000 |
| Special meeting fees | $0 (typical) | Only paid above thresholds; Audit exceeded threshold in 2024 (not applicable to St. Clair) |
| Annual equity award (TBRSUs) | $140,000 grant value | Time-based RSUs; one-year vest; optional delivery deferral up to five years under 409A |
| FY2024 actual cash fees | $115,000 | Reflects $95,000 Board + $10,000 CHCC + $10,000 R&T |
| FY2024 stock awards (grant-date value) | $141,177 | TBRSUs under Omnibus Incentive Plan |
| FY2024 total director compensation | $256,177 | Sum of cash and equity for FY2024 |
- Stock ownership guidelines: Directors must maintain investment position equal to 5x annual retainer; unvested RSUs counted; new holding requirement: retain at least 50% of net shares at each RSU vest and cannot sell below threshold .
- Compliance status: As of Mar 31, 2025, all directors comply with holding requirement; directors except Fawcett, Lakhwara, and St. Clair (joined within last two years) meet 5x guideline (St. Clair not yet required to meet guideline due to tenure) .
Performance Compensation
Directors do not receive performance-based equity (PBRSUs/PSUs) or annual bonuses; their equity is time-based TBRSUs to align with shareholder interests without pay-for-performance constructs . As a CHCC member, St. Clair helps oversee executive incentive design and metrics used for pay-for-performance across annual and long-term plans .
| Program | Metric | Weight/Design | Purpose |
|---|---|---|---|
| Annual Incentive (AIC) | Pretax Pre-provision Earnings (PPNR) | 30% | Core financial performance |
| Annual Incentive (AIC) | Average Loans | 10% | Growth with risk balance |
| Annual Incentive (AIC) | Net Credit Losses (NCLs) | 10% | Credit quality outcome |
| Annual Incentive (AIC) | Operating Leverage | 10% | Efficiency discipline |
| Annual Incentive (AIC) | ERM Composite | 10% | Risk management rigor |
| Annual Incentive (AIC) | Application Availability | 5% | Tech reliability |
| Annual Incentive (AIC) | Digital Engagement Composite | 5% | Customer adoption |
| Annual Incentive (AIC) | Critical SLAs | 5% | Operational performance |
| Annual Incentive (AIC) | Net Promoter Score (NPS) | 5% | Customer satisfaction |
| Annual Incentive (AIC) | Strategic Modifiers | Readiness for CFPB late fee rule; Operational Excellence | Qualitative modifiers tied to regulatory and efficiency initiatives |
| Long-Term Incentive (PBRSUs, 2025 redesign) | ROTCE | 75% of award; 3-year measurement; 50%–150% payout | Capital efficiency focus |
| Long-Term Incentive (PBRSUs, 2025 redesign) | EPS | 25% of award; 3-year measurement; 50%–150% payout | Earnings quality/growth |
| Long-Term Incentive (PBRSUs, 2025 redesign) | Relative TSR | ±10% modifier vs defined peer set | Shareholder alignment |
- Say-on-Pay results: 82% support in 2024; CHCC responded with PBRSU metric redesign adding EPS and rTSR modifier; increased weighting of shareholder metrics in AIC and capped core scorecard payouts unless financial metrics achieve ≥85% of target .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (0) |
| Committee interlocks | None; no CHCC member has ever been a BFH officer; no interlocks with other companies’ compensation committees |
| Board leadership limits | BFH guidelines cap total public boards at ≤4; Audit Committee membership limits to ≤2 other audit committees; designed to prevent overboarding risks |
Expertise & Qualifications
- Financial services operator and risk leader: Former CRO and capital management officer; expertise in compliance, regulatory relations, capital/liquidity, and enterprise risk .
- Technology and operations governance: Led Operations & Technology and Enterprise Operations; experience in cybersecurity and technology risk, aligning with BFH’s Risk & Technology oversight mandate .
- Human capital leadership: Former CHRO with deep HCM metrics and strategy; relevant to CHCC remit on compensation, succession, and associate engagement .
- Public sector advisory: PBGC advisory committee tenure adds regulatory and policy insight beneficial to governance .
- Board skills matrix: Identified for Accounting/Auditing/Risk Management, Business Operations, Financial Literacy, Human Capital/Compensation, Technology/Cybersecurity/Privacy, International Operations, and Relevant Industry Experience (Banking/Financial Services) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | RSUs Held (as of 12/31/2024) | Notes |
|---|---|---|---|---|
| Joyce St. Clair | – | <1% | 6,867 RSUs | Beneficial ownership excludes RSUs that do not vest within 60 days of Mar 20, 2025; directors in compliance with holding requirement; not yet required to meet 5x retainer guideline due to tenure |
- Hedging/pledging: BFH prohibits hedging, short sales, puts/calls, and pledging or margin accounts for directors, officers, and associates per Insider Trading Policy; approved trading windows and pre-clearance required .
Governance Assessment
- Board effectiveness: St. Clair strengthens BFH’s oversight in ERM and HCM through her dual committee roles; her background in risk, capital, technology, and HR aligns tightly with BFH’s risk, technology, and compensation governance needs in a tech-forward financial services context .
- Independence and attendance: Affirmed independent; minimum attendance thresholds met for 2024, with active Board and committee cadence; executive sessions provide robust independent oversight of risk and compensation matters .
- Alignment and incentives: Director pay mixes cash retainers with time-based RSUs; strong stock ownership guidelines (5x retainer) and mandatory post-vest holding support alignment; St. Clair is in compliance with holding requirements and not yet required to meet guideline due to <2-year tenure .
- Conflicts and red flags: No related-party transactions involving directors since start of 2024; CHCC interlocks absent; hedging/pledging prohibited—no pledging exposure; current external public board interlocks minimal (none) .
- Shareholder signals: CHCC responsiveness to 2024’s 82% say-on-pay outcome—adding EPS and rTSR to PBRSUs and tightening AIC safeguards—supports investor confidence in pay-for-performance rigor she helps oversee .
Overall, St. Clair’s risk, capital, technology, and human capital credentials, coupled with strong independence and alignment policies, present low governance risk and constructive board oversight signals for investors; absence of related-party ties and prohibitions on hedging/pledging mitigate conflict concerns .