Sharen Turney
About Sharen J. Turney
Independent director of Bread Financial Holdings, Inc. (BFH) since 2019; age 68. Former CEO of Victoria’s Secret with deep retail, e-commerce, and marketing expertise; BA from the University of Oklahoma. She currently chairs BFH’s Compensation & Human Capital Committee (CHCC) and is a member of the Nominating & Corporate Governance (N&CG) Committee; she meets BFH’s independence standards under NYSE rules. Tenure on BFH’s board is ~6 years as of May 13, 2025, and she attended at least 75% of board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Victoria’s Secret | President & CEO | 2006–2016 | Led large-scale retail brand; digital/e-commerce expansion |
| Victoria’s Secret Direct | President & CEO | 2000–2006 | Drove catalog and e-commerce growth |
| Neiman Marcus Group | Executive roles incl. President & CEO, Neiman Marcus Direct | ~10 years | Luxury direct marketing expertise |
| Gloria Jeans (Russia) | CEO | Nov 2018–Nov 2019 | International retail turnaround exposure |
| Happy Socks AB (Sweden) | Director | Jan 2018–Nov 2019 | Fashion/accessories board experience |
| FULLBEAUTY Brands | Director | Jul 2016–Sep 2018 | Plus-size apparel portfolio oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paycom Software, Inc. | Director; Chair, N&CG; Member, Comp Committee | Current | Governance and compensation oversight at a public SaaS company |
| Academy Sports and Outdoors, Inc. | Director (past 5 yrs) | Prior | Member, Compensation and N&CG Committees |
| University of Oklahoma Foundation | Director | Current | Chair, Audit; Member, Investment Committee |
Board Governance
- Committee leadership: CHCC Chair; N&CG member. No Audit or Risk & Technology service.
- Independence: Board affirmed Turney has no material relationship with BFH; fully independent under SEC/NYSE rules.
- Attendance: Board met 7 times in 2024; committees met Audit 20, CHCC 7, N&CG 4, Risk & Tech 4; each director attended ≥75% of meetings; all nominees attended the 2024 annual meeting.
- Executive sessions: Non-management directors meet in regular executive sessions; CHCC holds CEO compensation sessions.
- CHCC interlocks: No interlocking relationships exist between BFH executive officers or CHCC members and other companies’ boards/compensation committees.
Fixed Compensation
| Component (2024–2025 Service Term) | Amount ($) | Notes |
|---|---|---|
| Board cash retainer | 95,000 | Paid quarterly in advance |
| CHCC Chair supplemental | 30,000 | Paid quarterly in advance |
| N&CG member retainer | 10,000 | Paid quarterly in advance |
| Special meeting fees | — | Only paid beyond thresholds; none reported for Turney in 2024 table |
| Total cash earned (2024) | 135,000 | Reported for Turney |
| Deferred cash elected | 67,500 | Turney deferred portion of cash fees |
| Deferred comp earnings (above-market) | 10,484 | 11.0% credited rate in 2024; reduced to 10.0% for 2025 |
| Annual equity award (TBRSUs) | 140,000 | One-year vest; Turney’s reported stock awards $141,177 (ASC 718) |
Notes:
- Non-employee directors receive TBRSUs that vest in one year, with optional deferral up to five years (409A).
- Director stock ownership guidelines: 5x annual retainer; Hold ≥50% of net shares acquired at vesting until guideline met. As of Mar 31, 2025, all directors comply with holding requirements; all except Fawcett, Lakhwara, St. Clair comply with ownership guidelines—Turney is in compliance.
Performance Compensation
| Element | Metric(s) | Vesting/Terms | FY2024 Status |
|---|---|---|---|
| Director equity | None (time-based RSUs) | One-year vest; optional deferral | No performance metrics attached to director grants |
Directors do not receive performance-based pay (no options or PBRSUs); equity grants are time-based to align interests while maintaining independence.
Other Directorships & Interlocks
| Company | Relationship to BFH | Interlock Risk |
|---|---|---|
| Paycom Software, Inc. | External directorship (SaaS HR/payroll) | No BFH CHCC interlock identified; BFH discloses no CHCC interlocks or insider participation. |
| Academy Sports and Outdoors, Inc. | Past external board | No current interlock or related-party ties reported. |
| University of Oklahoma Foundation | Nonprofit | Not a public company; no conflict disclosed. |
Expertise & Qualifications
- Retail/e-commerce leadership (Fortune 500 apparel), loyalty/marketing, and global operations experience; governance roles in audit and compensation at multiple boards.
- Skills align with BFH’s customer-centric, tech-forward card/fintech model (marketing, digital engagement, brand partnerships).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Held (as of 12/31/2024) |
|---|---|---|---|
| Sharen J. Turney | 1,725 | <1% (*) | 17,009 |
Additional alignment and safeguards:
- Shares outstanding: 48,141,920 (record date Mar 20, 2025).
- Anti-hedging/pledging: Directors prohibited from hedging, shorting, holding in margin accounts, and pledging BFH securities.
- Director holding requirements: Must hold ≥50% of net shares from vesting; Turney in compliance per March 31, 2025 status.
Governance Assessment
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Strengths
- Independent CHCC Chair with deep compensation oversight; CHCC uses an independent consultant (Meridian) and has robust clawback policy compliant with SEC/NYSE (Section 10D).
- Clear responsiveness to shareholder feedback: 2024 say-on-pay support 82%; CHCC re-designed 2025 PBRSUs to add EPS (25%) and rTSR modifier (±10%), with ROTCE (75%)—a governance positive for pay-for-performance discipline.
- No related-party transactions since beginning of 2024; Audit Committee reviews any potential related-party items under policy.
- Strong director ownership and anti-hedging/pledging policies; one-year vesting on director RSUs with holding requirements.
-
Watch items
- Say-on-pay at 82% suggests room to further strengthen alignment and disclosures; CHCC changes for 2025 mitigate this.
- High audit committee meeting load (20 in 2024) indicates elevated risk oversight intensity; coordination with Risk & Technology essential.
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RED FLAGS
- None disclosed regarding attendance shortfalls, related-party exposure, hedging/pledging, or CHCC interlocks.
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Implications for investors
- Turney’s CHCC leadership and retail/e-commerce background support BFH’s customer/partner-driven card programs and human capital focus; compensation program changes under her chairmanship address investor concerns on performance rigor (EPS/ROTCE/rTSR), bolstering governance credibility.