Roger Ballou
About Roger H. Ballou
Roger H. Ballou (age 74) is the independent non‑executive Chair of Bread Financial’s Board, serving as a director since 2001 and Chair since 2020; he is currently a member of the Audit Committee and the Compensation & Human Capital Committee . He holds a bachelor’s degree from the Wharton School and an MBA from Dartmouth’s Tuck School, and previously served as CEO and director of CDI Corporation (2001–2011) and in senior roles at Global Vacation Group and Alamo Rent‑a‑Car . The Board has affirmatively determined Mr. Ballou is independent under NYSE and SEC standards, and he is designated an Audit Committee financial expert; in 2024 each director attended at least 75% of Board and committee meetings and all attended the annual stockholder meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CDI Corporation | Chief Executive Officer and Director | Oct 2001 – Jan 2011 | Led a public staffing/outsourcing company |
| Global Vacation Group, Inc. | Chairman & Chief Executive Officer | Apr 1998 – Sep 2000 | Oversaw travel industry operations |
| Thayer Capital Partners | Senior Advisor | Sep 1997 – Apr 1998 | Private equity advisory |
| Alamo Rent‑a‑Car, Inc. | Vice Chairman & Chief Marketing Officer; President & COO | Apr 1995 – Aug 1997 | Operational leadership in consumer services |
External Roles
| Company | Status (as of Mar 20, 2025) | Role(s) | Committees |
|---|---|---|---|
| Univest Financial Corporation | Past 5 years | Chair of Compensation; Member of Audit, Risk, Executive | Compensation, Audit, Risk, Executive |
| RCM Technologies, Inc. | Past 5 years | Lead Independent Director | Audit; Nominating & Corporate Governance |
| Loyalty Ventures Inc. | Past 5 years | Chairman of the Board | Compensation; Corporate Governance & Nominating |
| Other current public boards | None | — | Skills matrix shows 0 current boards |
Interlocks: The proxy discloses no compensation committee interlocks for BFH’s Compensation & Human Capital Committee; no CHCC member (including Ballou) has served as an officer of BFH, and no interlocking relationship exists with other companies’ boards/compensation committees .
Board Governance
- Role: Independent non‑executive Chair since 2020; responsibilities include presiding over meetings and executive sessions, advising the CEO, setting agendas, and facilitating investor communications .
- Committee assignments: Audit (member), Compensation & Human Capital (member) .
- Independence: Board determined Ballou is independent; he is an Audit Committee financial expert .
- Attendance/Engagement: Each director attended ≥75% of meetings; all nominees attended the 2024 annual meeting . The Board Chair met with investors representing ~20% of common stock in 2024 as part of active engagement .
- Executive sessions: Regular director‑only and non‑management sessions across Board and committees, with separate sessions with CFO, internal audit, independent auditor, and CRO where applicable .
- Meeting activity (FY 2024): Board 7; Audit 20; Compensation & Human Capital 7; Nominating & Corporate Governance 4; Risk & Technology 4 .
Fixed Compensation
| Element (2024–2025 Service Term) | Amount ($) | Notes |
|---|---|---|
| Board Cash Retainer | 95,000 | Paid quarterly in advance |
| Board Chair Supplemental Retainer | 150,000 | For non‑executive Chair |
| Audit Committee Member Retainer | 20,000 | Members; Chair is $40,000 |
| Compensation & Human Capital Committee Member Retainer | 10,000 | Members; Chair is $30,000 |
| Special Meeting Fees (beyond thresholds) | Board: $1,500; Committee Chair: $1,500; Committee Member: $1,000 | Audit Committee exceeded threshold in 2024; Ballou received $1,000 in special fees |
| Roger H. Ballou – FY2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 278,000 |
| Stock Awards (TBRSUs, grant‑date fair value) | 141,177 |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings | 44,022 (above‑market earnings on deferred fees) |
| Total | 463,199 |
| Notable elections | Deferred $69,500 of cash fees under Non‑Employee Director Deferred Compensation Plan |
- Deferred Compensation Plan details: Non‑employee directors may defer up to 50% of cash compensation; contributions credited at 11.0% annual interest in 2024 (decreased to 10.0% for 2025); above‑market earnings are disclosed per SEC rules .
Performance Compensation
| Component | Grant Value / Structure | Vesting | Performance Metric(s) |
|---|---|---|---|
| Annual Equity Award (TBRSUs) | $140,000 time‑based RSUs for non‑employee directors | One‑year vest; delivery may be deferred up to 5 years (Section 409A) | None; director equity is time‑based (no PBRSUs/options) |
- Stock ownership guidelines: Directors must hold an investment position equal to 5× annual retainer (unvested RSUs included); new 50% post‑vest holding requirement on net shares; as of Mar 31, 2025, all current directors are in compliance with holding requirements, and all except Fawcett, Lakhwara, St. Clair are in compliance with ownership guidelines (Ballou is compliant) .
- Equity grant practice change: Vesting shortened from legacy 10‑year to 1‑year for directors to align with market practice; holding requirement added to preserve alignment .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Outside board service limits | Directors may serve on no more than four other public company boards; Audit Committee members may serve on no more than two other public company audit committees; advance notice to Board Chair required |
| CHCC interlocks | None; no member has been an officer; no interlocking relationships with other companies’ boards/comp committees |
| Related party transactions | None since beginning of 2024; Audit Committee reviews/approves any related party transactions under policy |
Expertise & Qualifications
- Audit and financial expertise (Audit Committee financial expert), broad executive leadership and M&A experience, with relevant industry exposure in banking/financial services, business services, data/marketing, and technology/IT .
- Board skills matrix confirms financial literacy, operations, CEO leadership, technology/cybersecurity, and industry experience coverage across nominees; Ballou contributes to those competencies and serves as independent Chair .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | RSUs Held |
|---|---|---|---|
| Roger H. Ballou | 18,705 | <1% (48,141,920 shares outstanding) | 19,610 RSUs (as of Dec 31, 2024) |
- Trading policy: Prohibits hedging, short sales, puts/calls; prohibits pledging or holding company securities in margin accounts; pre‑clearance and trading window restrictions apply .
Governance Assessment
- Board effectiveness: Ballou’s independent chairmanship provides separation from the CEO and facilitates robust oversight and investor engagement; he serves on Audit and Compensation & Human Capital, both central to financial integrity and pay governance, and is designated an Audit Committee financial expert .
- Alignment: Director equity is time‑based with strengthened holding requirements and a 5× retainer ownership guideline; Ballou is in compliance, supporting skin‑in‑the‑game alignment .
- Engagement: The Chair met with investors representing ~20% of common stock in 2024, reflecting active shareholder dialogue on strategy, risk, and compensation .
- Independence/Conflicts: Board affirmatively determined independence; no related‑party transactions disclosed; CHCC has no interlocks, mitigating pay setting conflicts .
RED FLAGS / Watch items
- Above‑market interest credited on deferred director fees (11.0% in 2024; reduced to 10.0% for 2025) may draw shareholder scrutiny despite disclosure and oversight by the CHCC .
- Mandatory retirement policy at age 75; Ballou (74) is approaching retirement threshold, with the Board actively managing director succession; continuity risk should be monitored .
- Special meeting fees indicate high activity (Audit exceeded threshold); while supportive of engagement, investors may prefer fee structures without per‑meeting supplements beyond thresholds .
Overall signal: Independent leadership, strong committee coverage, and ownership requirements support investor confidence. The deferred comp interest rate is the primary governance sensitivity, partially mitigated by 2025 rate reduction and transparent disclosure .