Andrew Macdonald
OneMain HoldingsAbout Andrew D. Macdonald
Andrew D. Macdonald, age 61, is an independent director of OneMain Holdings, Inc. and a member of the Compensation Committee; he joined the Board in 2025. He is CEO of Consilio LLC (since 2012), a global provider of legal technology and enterprise legal services. He holds a Bachelor of Business Administration from Emory University’s Goizueta Business School. The Board has affirmatively determined that he is independent under NYSE listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Consilio LLC | Chief Executive Officer | 2012–present | Leads global legal tech and enterprise legal services; AI/ML data expertise |
| First Advantage Corporation | Founding management team; President & CEO | 2003–2011 | Grew employment background screening/identity verification operations |
| First American Financial Corporation | President, Occupational Health Services | 2002–2003 | Business integration following acquisition |
| Employee Health Programs | President & CEO | 1990–2002 | Built and led the company until sale to First American |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Consilio LLC | Chief Executive Officer | Private company | Legal technology; data science/AI/ML leadership |
| Other public company boards | — | — | None disclosed in the proxy |
Board Governance
- Committee assignments: Compensation Committee member (current); Compensation Committee is fully independent; chaired by Roy A. Guthrie; Richard A. Smith also serves; the Committee met four times in 2024. Note: Macdonald was appointed after the Committee’s CD&A recommendation cut-off .
- Independence: The Board determined Macdonald meets NYSE independence standards; independence determinations consider material relationships, compensation sources, and freedom from management influence, including specific considerations for Compensation Committee members .
- Attendance and engagement: The Board held five meetings in 2024; each director met the ≥75% attendance threshold. Non-executive directors met in executive session regularly in 2024. Macdonald joined in 2025; his attendance will be reported in future proxies .
- Governance practices: OMF has enhanced governance since 2021 (e.g., majority voting, expanded Lead Independent Director responsibilities, board refresh, declassification proposal, cybersecurity oversight, Impact oversight). Lead Independent Director: Roy A. Guthrie .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | 85,000 | Effective Jan 2024 |
| Annual RSU grant | 155,000 | Granted Q1 each year; vests on first business day of following year; RSUs accrue dividend equivalents |
| Committee member retainer (Compensation Committee) | 10,000 | Per membership; quarterly cash installments |
| Committee chair retainers (for context) | 25,000 (Comp/Compliance/Risk); 30,000 (Audit); 20,000 (NCG) | Not applicable to Macdonald unless designated chair |
| Lead Independent Director retainer (context) | 100,000 | Not applicable to Macdonald |
Additional director programs:
- Stock ownership policy: 5× annual Board cash retainer; 5-year compliance window; includes unvested/deferred RSUs .
- Director deferral: Macdonald elected to defer delivery of his 2025 RSUs under the Director Deferral Election Program .
- Trading policy: Prohibits hedging, margining, and pledging; pre-clearance required for Section 16 insiders .
Performance Compensation (Committee Oversight Focus)
2024 Annual Incentive Metrics (applies to executives; relevant to Macdonald’s Compensation Committee oversight)
| Metric | Weight | FY 2024 Target Range (USD mm) | FY 2024 Result (USD mm) | Achievement |
|---|---|---|---|---|
| Capital Generation | 50% | 630–770 | 685 | 100% |
| C&I Operating Expenses | 10% | 1,577–1,501 | 1,554 | 100% |
| New Products/Channels | 10% | 1,238–1,513 | 1,727 | 150% |
| Financial performance subtotal | 70% | — | — | 75% |
| Qualitative strategic factors | 30% | 100% baseline | 180% (CEO/CFO/COO) | 54% |
| Total payout vs target | — | — | — | 129% (CEO/CFO/COO) |
Long-Term PSUs (three-year performance design implemented in 2024)
| PSU Metric | Weight | Description |
|---|---|---|
| 2024 Capital Generation | 34% | Absolute year 1 Capital Generation |
| 2025 Capital Generation Growth | 33% | YoY growth target for year 2 |
| 2026 Capital Generation Growth | 33% | YoY growth target for year 3 |
| Relative TSR modifier | ±20% | Top quartile: +20%; bottom quartile: −20% vs peer group |
Compensation governance:
- Independent consultants (FW Cook in 2024; Meridian retained Nov 2024), no conflicts; pay-for-performance philosophy; clawback policy for executives; double-trigger CIC vesting in Omnibus Incentive Plan; no excise tax gross-ups; no hedging/pledging .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company board roles disclosed for Macdonald in the proxy |
- Compensation Committee interlocks: None; all Compensation Committee members are independent; no Item 404 related-party relationships .
Expertise & Qualifications
- AI/ML and data science: Extensive knowledge applying AI/ML to process/aggregate/manage data in scaled businesses .
- Senior leadership: CEO roles across data/technology businesses; growth company leadership .
- Governance/Risk/Finance familiarity: Skills matrix indicates corporate governance, finance/capital markets, risk management, senior executive leadership, and technology & innovation across the Board; Macdonald contributes to these domains .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (60 days) | Total | Ownership % of 119,281,560 shares |
|---|---|---|---|---|
| Andrew D. Macdonald | 0 | 0 | 0 | 0.00% |
- Director Stock Ownership Policy: Must hold 5× annual Board cash retainer within 5 years; includes direct, indirect, and unvested/deferred RSUs. Macdonald is within the compliance window and elected RSU deferral for 2025 .
- Insider Trading policy: Prohibits hedging and pledging; pre-clearance required; helps mitigate alignment and reputational risks .
Governance Assessment
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Strengths
- Independent director with deep data/AI/ML expertise relevant to OMF’s analytics-driven underwriting and product expansion; adds technology oversight to Compensation Committee deliberations .
- Board and committee independence; robust governance enhancements (majority voting, declassification proposal, enhanced LID role, cybersecurity and Impact oversight) support investor confidence .
- Strong compensation governance: independent consultants; explicit metrics; clawback policy; double-trigger CIC vesting; prohibition on hedging/pledging .
- Director stock ownership policy (5× retainer) and RSU-based pay align director incentives with shareholders; Macdonald elected to defer RSUs, indicating longer-term horizon .
-
Watch items / potential red flags
- Zero beneficial ownership as of March 31, 2025 (typical for new directors but an interim alignment gap until RSUs vest); monitor progress toward the 5× retainer guideline over the compliance window .
- External CEO demands (Consilio LLC) could pose time-commitment risk; no related-party transactions disclosed with Consilio, but continue monitoring for any business dealings requiring Audit Committee review under OMF’s related party policy .
- Attendance specifics for Macdonald not yet available (joined 2025); confirm ≥75% attendance in the next proxy .
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Shareholder signals
- Prior say-on-pay support was strong (~95% of votes cast in 2023), indicating investor confidence in compensation design; as a Compensation Committee member, Macdonald’s oversight contributes to sustaining that alignment .