Timothy Theriault
About Timothy J. Theriault
Independent director of Bread Financial Holdings, Inc. (BFH), age 64, serving since 2016. Former EVP, Global CIO and Advisor to the CEO at Walgreens Boots Alliance; earlier senior technology leadership at Walgreen Co. and Northern Trust, and IT leadership at S. C. Johnson. Education: Bachelor’s degree from Illinois State University; completed Harvard Business School’s Advanced Management Program. Board has affirmatively determined he is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walgreens Boots Alliance, Inc. | Advisor to the CEO | Jun 2015 – Nov 2016 | Senior executive advisory oversight |
| Walgreens Boots Alliance, Inc. | EVP & Global CIO | Jul 2014 – Jun 2015 | Led enterprise IT transformation |
| Walgreen Co. | SVP & Chief Information, Innovation & Improvement Officer | Oct 2009 – Jul 2014 | Drove innovation and process improvement |
| Northern Trust Corporation | Various executive and management IT roles | May 1991 – Oct 2009; Jul 1982 – Oct 1989 | Technology, risk, banking operations exposure |
| S.C. Johnson & Son, Inc. | Director of End User Computing & Advanced Technologies | Oct 1989 – May 1991 | Advanced tech deployment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wellmark Blue Cross and Blue Shield | Director; member, Financial & Investment Committee and Compliance Committee | Current | Health insurer board service |
| Depository Trust & Clearing Corporation (DTCC) | Former Lead Director | Prior | Financial market infrastructure oversight |
| Vitamin Shoppe, Inc. | Director | Past five years | Prior public company directorship |
Board Governance
- Current BFH Committees: Chair, Risk & Technology Committee; Member, Audit Committee .
- Independence: Board affirmatively determined Theriault is independent .
- Attendance and Engagement: In 2024, Board met 7 times; all directors attended at least 75% of Board and committee meetings on which they served; all nominees attended the 2024 virtual annual meeting .
- Committee Activity (FY2024): Audit (20 meetings), Compensation & Human Capital (7), Nominating & Corporate Governance (4), Risk & Technology (4) .
- Executive Sessions: Board and committees regularly hold director-only executive sessions; Audit and Risk & Technology conclude quarterly meetings with executive sessions with CFO/CRO/internal audit/external auditors as applicable .
Fixed Compensation
| Component | Program Terms | Timothy J. Theriault – FY2024 |
|---|---|---|
| Board cash retainer | $95,000 annual Board cash retainer; Chair supplemental $150,000 (not applicable to Theriault) | Included in fees earned |
| Committee retainers | Audit Chair $40,000; Audit Member $20,000; Risk & Technology Chair $30,000; R&T Member $10,000; other committees per schedule | R&T Chair $30,000; Audit Member $20,000 |
| Special meeting fees | Board $1,500; Committee Chair $1,500; Committee Member $1,000, only for high activity; Audit exceeded threshold in 2024 | Received $1,000 Audit special meeting fee |
| Subsidiary bank board fees | Director fees paid for Comenity Bank and Comenity Capital Bank service | $170,000 in 2024 |
| Total cash fees earned | Aggregate cash for Board/committee/subsidiary service | $318,000 |
| Annual equity grant (TBRSUs) | $140,000 value; one-year vest; optional delivery deferral up to 5 years | $141,177 grant-date fair value recognized (ASC 718) |
| Total director compensation | Cash + stock awards | $459,177 |
Mix and alignment:
- Cash: $318,000 (including $170,000 for subsidiary bank boards) .
- Equity: $141,177 TBRSUs with one-year vesting and holding requirements .
Performance Compensation
- BFH non-employee director compensation has no performance-based equity or cash; annual equity is time-based RSUs with one-year vest and mandatory post-vest holding of at least 50% of net shares until guideline compliance .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Theriault as of Mar 20, 2025 |
| Prior public boards | Vitamin Shoppe, Inc. (past five years) |
| Private/non-profit boards | Wellmark Blue Cross and Blue Shield (current) |
| Committee interlocks | Compensation & Human Capital Committee disclosed no interlocks; Theriault is not a CHCC member |
| Board service limits | BFH guidelines: ≤4 other public boards; Audit Committee members ≤2 other public company audit committees |
Expertise & Qualifications
- Deep IT and cybersecurity expertise; oversight of enterprise technology, risk, banking operations, and global IT programs .
- Financial sophistication and risk management experience from roles in financial services and retail/healthcare .
- Demonstrated governance capability as Risk & Technology Committee Chair; prior leadership roles at DTCC and health insurance board committee work .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 4,000 shares (<1%) as of Mar 20, 2025 |
| RSUs held (director equity) | 18,944 RSUs as of Dec 31, 2024 |
| Ownership guidelines | Directors must hold stock equal to 5× annual retainer; all current directors except three recent additions are in compliance; all directors comply with 50% net-share post-vest holding requirement |
| Hedging/pledging | Prohibited (no hedging, short sales, margin accounts, or pledging) |
Governance Assessment
- Board effectiveness: Theriault’s chairmanship of the Risk & Technology Committee aligns with BFH’s tech-forward and risk-centric operating model; the committee oversees ERM, risk appetite, technology governance, cybersecurity, and AI governance, and meets in executive sessions with the CRO—strong oversight signal .
- Independence and attendance: Affirmed independent; meets attendance expectations; attended annual meeting—positive governance indicators .
- Alignment and incentives: Director equity is time-based with stringent ownership/holding requirements; no hedging/pledging; Theriault appears to meet guidelines—good alignment with shareholders .
- Potential conflicts: No related-party transactions disclosed since 2024; service on BFH subsidiary bank boards is common and disclosed; current external roles do not indicate supplier/customer conflicts with BFH—low conflict risk .
- Workload/overboarding risk: BFH limits outside board service; Theriault has no current public company board service and chairs only one BFH committee—low overboarding risk .
RED FLAGS: None identified in proxy disclosures regarding related-party transactions, hedging/pledging, or excessive board commitments .
Committee Role Detail (for risk-focused investors)
- Risk & Technology (Chair): Oversees ERM framework, risk appetite, capital alignment, cybersecurity, enterprise technology strategy, AI governance, and compliance; advises on significant tech projects and expenditures .
- Audit (Member): Oversees financial reporting integrity, internal audit, auditor independence, finance function (budgeting, capital planning, debt strategy), related-party reviews, and certain contract thresholds; quarterly executive sessions with CFO/internal audit/external auditors .
Director Compensation Program Snapshot (for alignment analysis)
| Element | 2024–2025 Terms |
|---|---|
| Board cash retainer | $95,000 |
| Risk & Tech Chair | $30,000 supplemental |
| Audit Member | $20,000 retainer |
| Annual equity | $140,000 TBRSUs; one-year vest; 50% net-share hold |
| Special meeting fees | Audit committee exceeded threshold in 2024; member fee $1,000 |
All amounts and statements are sourced from Bread Financial’s 2025 Definitive Proxy Statement (DEF 14A) .