Laurie Tucker
About Laurie A. Tucker
Laurie A. Tucker, age 68, is an independent director of Bread Financial Holdings, Inc. (BFH), serving on the Board since 2015; she currently chairs the Nominating & Corporate Governance (N&CG) Committee and is a member of the Compensation & Human Capital Committee (CHCC) . Tucker is Founder and Chief Strategy Officer of Calade Partners LLC (since January 2014), and previously served as Senior Vice President–Corporate Marketing at FedEx Services (2000–2013); she holds a bachelor’s degree and an MBA from the University of Memphis . BFH’s Board has affirmatively determined Tucker is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Services, Inc. (subsidiary of FedEx Corp.) | Senior Vice President – Corporate Marketing | 2000–2013 | Senior executive roles in corporate marketing; employed at FedEx since 1978 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Calade Partners LLC | Founder and Chief Strategy Officer | Since Jan 2014 | Strategy leadership |
| Forward Air Corporation | Director | Current | Chair of Corporate Governance & Nominating Committee; Member of Executive Committee |
Board Governance
- Committee assignments and chair roles: Chair, N&CG; Member, CHCC; not on Audit or Risk & Technology .
- Independence: Board determined Tucker is independent; all standing committee members are independent .
- Attendance and engagement: In 2024, the Board met 7 times; each director attended at least 75% of Board and assigned committee meetings; all nominees attended the 2024 annual meeting .
- Executive sessions: Board and committees regularly meet in executive session; CHCC meets in executive session for CEO matters; N&CG leads annual Board self-assessment .
- N&CG scope under Tucker’s chairship: director nominations and succession, Board/committee composition, Corporate Governance Guidelines, Code of Ethics oversight, sustainability oversight, and administering the Board’s annual performance review .
- CHCC scope (member): executive and director compensation oversight, succession planning for key executives, administering equity plans, recoupment policy oversight, and compensation disclosures .
Board and committee activity (FY2024):
| Body | Meetings |
|---|---|
| Full Board | 7 |
| Audit Committee | 20 |
| Compensation & Human Capital Committee | 7 |
| Nominating & Corporate Governance Committee | 4 |
| Risk & Technology Committee | 4 |
Fixed Compensation
Director compensation framework (2024–2025 service term):
| Element | Amount |
|---|---|
| Board cash retainer | $95,000 |
| N&CG Chair supplemental retainer | $30,000 |
| CHCC member retainer | $10,000 |
| Special meeting fees (threshold-based) | Only paid beyond activity thresholds; none disclosed for Tucker |
| Annual equity award (TBRSUs), one-year vest | $140,000 target; Tucker grant value reported $141,177 |
Tucker’s FY2024 director compensation (reported):
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 135,000 |
| Stock awards (TBRSUs; ASC 718 fair value) | 141,177 |
| Total | 276,177 |
Vesting and holding requirements:
- TBRSUs vest one year from grant-date; directors may defer delivery up to five years under Section 409A .
- Directors must hold at least 50% of net shares acquired at vest and maintain ownership equal to 5x annual retainer (unvested RSUs count toward compliance) .
Performance Compensation
Directors do not receive performance-based equity at BFH; annual director equity grants are time-based RSUs (TBRSUs) . As a CHCC member, Tucker oversees BFH’s executive pay program and 2024 scorecard metrics and design changes; CHCC added multi-metric PBRSUs for 2025 (ROTCE 75%, EPS 25%, ±10% rTSR modifier) in response to shareholder feedback .
Selected 2024 executive AIC scorecard metrics and weights (under CHCC oversight):
| Category | Metric | Weight |
|---|---|---|
| Stockholder | Pretax pre-provision earnings (PPNR) | 30% |
| Stockholder | Average Loans | 10% |
| Stockholder | Net Credit Losses (NCLs) | 10% |
| Stockholder | Operating Leverage | 10% |
| Customer | Net Promoter Score (NPS) | 5% |
| Technology | Performance on Critical SLAs | 5% |
| Technology | Digital Engagement Composite | 5% |
| Technology | Application Availability | 5% |
| Risk | ERM Composite | 10% |
| Associate | Associate Engagement | 5% |
Other Directorships & Interlocks
- Current public board: Forward Air Corporation; Chair of Corporate Governance & Nominating; Executive Committee member .
- CHCC interlocks: BFH discloses no interlocking relationships between its executive officers or CHCC members and the boards/compensation committees of other companies .
Expertise & Qualifications
- Senior operating leadership in e-commerce, retail, technology, customer service, and corporate marketing; public company board experience and service on Audit, Compensation, and Nominating & Governance committees .
- Governance leadership: N&CG chair with oversight of board composition, succession, ethics, and sustainability reporting .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (as of 3/20/2025) | 4,000; <1% of outstanding |
| RSUs held (as of 12/31/2024) | 27,019 RSUs |
| Ownership guidelines | 5x annual retainer; unvested RSUs count; 50% post-vest holding requirement |
| Compliance status (as of 3/31/2025) | In compliance with holding and ownership guidelines (exceptions noted only for new directors; Tucker not among exceptions) |
| Hedging/pledging | Prohibited by BFH Insider Trading Policy |
Governance Assessment
- Board effectiveness: Tucker’s leadership of the N&CG Committee strengthens governance quality—she oversees director selection and succession, governance policies, annual Board/committee evaluations, and sustainability oversight; this supports investor confidence in board refreshment and accountability .
- Compensation oversight: As a CHCC member, she contributed to the 2025 redesign of performance-based equity (adding EPS and a relative TSR modifier), demonstrating responsiveness to shareholder feedback following 82% say-on-pay support in 2024 and enhanced disclosure practices—positive signals for pay-for-performance alignment .
- Alignment and ownership: Her director equity is TBRSUs with mandated one-year vest and post-vest holding; she held 27,019 RSUs as of year-end 2024 and is in compliance with ownership/holding requirements—solid skin-in-the-game and alignment, with prohibitions on hedging/pledging .
- Independence, attendance, conflicts: Board affirmed independence; directors met attendance thresholds and annual meeting participation; BFH reported no related-party transactions since 2024 and no CHCC interlocks—low conflict risk .
- RED FLAGS: None disclosed specific to Tucker—no pledging, no related-party transactions, and active governance roles; monitor future tenure versus mandatory retirement policies (Board guideline at age 75) for continuity planning .