Rajesh Natarajan
About Rajesh Natarajan
Independent director of Bread Financial Holdings, Inc. (BFH) since 2020; age 55 as of the 2025 proxy. Background spans senior product, engineering, cybersecurity, and technology leadership at Globalization Partners (Chief Product & Strategy Officer, since Mar-2022), RingCentral (EVP Products & Engineering, Dec-2020 to Dec-2021), Ancestry (EVP & Chief Product & Technology Officer, Feb-2017 to Nov-2020), Intuit (SVP & Chief Information Security & Fraud Officer, 2014–2017), PayPal (VP Platform Engineering & Operations, 2006–2014), and Sabre/Travelocity (1995–2006). He holds a B.S. in Mechanical Engineering (Jawaharlal Nehru Technological University, India) and an M.S. in Industrial Engineering (Clemson University). Board identified him as independent under NYSE standards and re-nominated him for the 2025 election.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Globalization Partners | Chief Product & Strategy Officer | Mar-2022–present | Product strategy; international operations, technology development, cybersecurity |
| RingCentral, Inc. | EVP, Products & Engineering | Dec-2020–Dec-2021 | Product & engineering leadership |
| Ancestry.com | EVP & Chief Product & Technology Officer | Feb-2017–Nov-2020 | Product/technology leadership |
| Intuit, Inc. | SVP & Chief Information Security & Fraud Officer | 2014–2017 | Cybersecurity, fraud, technology risk |
| PayPal Holdings, Inc. | VP, Platform Engineering & Operations | 2006–2014 | Platform engineering/operations |
| Sabre Holdings / Travelocity | Various management roles; early member founding Travelocity team | 1995–2006 | Technology and product development |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| HealthEquity, Inc. | Director | Current | Cybersecurity & Technology Committee; Audit & Risk Committee |
Board Governance
- Committee assignments (2025 slate): Nominating & Corporate Governance (member) and Risk & Technology (member); he is not a committee chair. Proposed committee matrix confirms status.
- Independence: Board affirmatively determined Natarajan (and other non-employee nominees) are independent under SEC/NYSE rules.
- Attendance and engagement: In 2024, the Board met 7 times; committees met Audit 20, Compensation & HC 7, Nominating & Corporate Governance 4, Risk & Technology 4. Each director attended at least 75% of meetings of the Board and their committees; all nominees attended the 2024 annual meeting. Executive sessions are routinely held at Board and committee level.
- Risk & Technology Committee remit: Oversees ERM (credit, market, liquidity/capital, strategic, reputational, operational, compliance, model risks), enterprise technology governance/strategy, cybersecurity, AI governance, major tech investments, and regulatory compliance projects; quarterly executive sessions with Chief Risk Officer.
Fixed Compensation
| Item (FY2024 for 2024–2025 service term) | Amount ($) |
|---|---|
| Board cash retainer | 95,000 |
| Nominating & Corporate Governance Committee member retainer | 10,000 |
| Risk & Technology Committee member retainer | 10,000 |
| Fees earned or paid in cash (Natarajan) | 115,000 |
| Annual equity award (TBRSUs, program level) | 140,000 |
| Stock awards grant-date fair value (Natarajan) | 141,177 |
| Total compensation (Natarajan) | 256,177 |
Notes:
- Director compensation is cash retainers plus annual TBRSUs; meeting fees only for high meeting activity thresholds (Audit exceeded threshold in 2024; not applicable to Natarajan). CHCC reviews director pay annually with Meridian peer benchmarking.
Performance Compensation
| Element | Structure | Metrics/Provisions |
|---|---|---|
| Equity award (TBRSUs) | One-year vesting from grant date; option to defer delivery up to 5 years (409A) | No performance metrics; time-based vesting only |
| Holding requirement | Must hold at least 50% of net shares acquired at each RSU vesting; ongoing sell restrictions below threshold | Adopted Feb-2024 to replace legacy 10-year vest provision’s effective hold |
| Ownership guideline | Maintain investment position equal to 5× annual retainer; unvested RSUs count | As of Mar-31-2025, all current directors except Fawcett, Lakhwara, St. Clair met the guideline; implies Natarajan in compliance |
Other Directorships & Interlocks
| Company | Relationship to BFH | Interlock/Conflict Notes |
|---|---|---|
| HealthEquity, Inc. | Unrelated benefits/HSAs provider | No BFH-related party transactions disclosed; Audit Committee oversees RPTs. BFH limits directors’ public company board/audit committee service to prevent overload. |
Expertise & Qualifications
- Board biography emphasizes expertise in information technology, cybersecurity, engineering, operations, and product development; Board cites benefits to international operations, technology development, IT, and cybersecurity skill mix.
- BFH maintains skills-matrix driven board composition and refreshment practices; independent chair and strong governance processes (proxy access, majority voting, stockholder rights).
Equity Ownership
| Measure | Value |
|---|---|
| Shares beneficially owned (as of Mar-20-2025) | – (none reported) |
| Percent of shares outstanding | Less than 1% (*) |
| RSUs held (as of Dec-31-2024) | 17,002 |
| Hedging/pledging | Prohibited for directors and officers |
| Ownership guideline compliance | In compliance (as of Mar-31-2025) |
Governance Assessment
- Strengths: Independent director with deep technology/cybersecurity pedigree aligned to BFH’s Risk & Technology oversight; active committee membership on N&CG and Risk & Technology; regular executive sessions enhance independent oversight. Ownership alignment supported by 5× retainer guideline, one-year RSU vesting, and 50% post-vest holding requirement; hedging/pledging ban mitigates misalignment risk.
- Compensation structure: Balanced, market-consistent non-employee director pay (cash retainer + committee retainers + TBRSUs), no options or performance-based equity, minimizing incentive to short-termism while maintaining alignment through equity and holding rules.
- Engagement: Board/committee workload and attendance thresholds met; annual meeting attendance confirmed; independence reaffirmed.
- Potential watch items: Beneficial common share ownership not reported (–), though RSUs are held and count toward guidelines; continue monitoring direct share accumulation over time. Concurrent external board at HealthEquity adds responsibilities but BFH sets limits on outside boards; no related-party transactions disclosed.
RED FLAGS: None disclosed regarding related-party transactions, low attendance, option repricing, hedging/pledging, or tax gross-ups; say-on-pay item recommended “FOR” at the company level. Continue to monitor any changes in committee roles, attendance, and ownership levels.