Douglas Shulman
OneMain HoldingsAbout Douglas Shulman
Douglas H. Shulman, age 57, has served as President and CEO of OneMain since September 2018 and as Chairman since December 2020; he is a member of the Board’s Executive Committee. He holds a J.D. from Georgetown University Law Center (magna cum laude), an M.P.A. from Harvard Kennedy School, and a B.A. from Williams College . Performance orientation is embedded in pay design via annual cash incentives and long-term PSUs tied to Capital Generation and a relative-TSR modifier; over 2020–2024, company TSR rose 129% (vs 56% for the NYSE Financial Sector Index), while net income trended down from 2021 highs amid cycle normalization, anchoring pay-versus-performance alignment .
| Performance Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 Investment (TSR) | $135.33 | $167.32 | $121.88 | $198.75 | $228.93 |
| NYSE Financial Sector Index (Peer TSR) | $97.76 | $122.43 | $106.95 | $125.32 | $156.47 |
| Net Income ($mm) | $730 | $1,314 | $872 | $641 | $509 |
| Capital Generation ($mm) | $1,056 | $1,303 | $1,064 | $794 | $685 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BNY Mellon | Senior EVP, Global Head of Client Service Delivery; Executive Committee member | 2014–2018 | Led large-scale operations at intersection of financial services, data, technology |
| McKinsey & Co. | Senior Advisor | 2013–2014 | Strategic advisory on performance and transformation |
| IRS | Commissioner | 2008–2012 | Technology transformation; historic customer service; breakthroughs in addressing international tax evasion |
| FINRA/NASD | Vice Chairman; President of Markets, Services and Information | Earlier career | Oversight when NASD owned Nasdaq and AMEX; market infrastructure leadership |
| Private investment firm; Entrepreneur | VP; Entrepreneur | Earlier career | Early career operating and investment roles; innovation and execution |
| Teach For America | Founding team | Early career | Mission-driven organizational launch |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CVS Health Corporation | Director; Management Planning & Development Committee member | Since Nov 2024 | Public company directorship |
| Carnegie Foundation for the Advancement of Teaching | Board of Trustees | Since Jan 2023 | Non-profit governance |
Fixed Compensation
| Year | Base Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 1,000,000 | 4,713,173 | 1,906,666 | 3,206,129 | 10,825,968 |
| 2023 | 1,000,000 | 10,267,357 | 2,562,000 | 1,619,311 | 15,448,668 |
| 2024 | 1,000,000 | 5,888,812 | 3,225,000 | 1,208,733 | 11,322,545 |
| 2024 Target Direct Compensation | Base Salary | Cash Incentive | RSU | PSU | Target Total Direct Comp |
|---|---|---|---|---|---|
| Douglas H. Shulman | $1,000,000 | $2,500,000 | $2,750,000 | $2,750,000 | $9,000,000 |
Notes:
- Base salaries held flat from 2023 to 2024; Shulman’s base has not increased since 2021 .
- 2024 “All Other Compensation” includes $13,800 401(k) match and $1,194,933 dividend equivalents .
Performance Compensation
Annual Incentive (Cash) – 2024 Outcomes
| Metric | Weight | Target Range | Actual | Achievement Level |
|---|---|---|---|---|
| Capital Generation ($mm) | 50% | $630–$770 | $685 | 100% |
| C&I Operating Expenses ($mm) | 10% | $1,577–$1,501 | $1,554 | 100% |
| New Products/Channels (Receivables proxy, $mm) | 10% | $1,238–$1,513 | $1,727 | 150% |
| Financial Metrics Aggregate | 70% | 100% | 107% | 75% |
| Qualitative Strategic Factors | 30% | 100% | 180% | 54% |
| Total Performance Payout | — | — | — | 129% |
| 2024 Annual Incentive ($) | Target | Earned |
|---|---|---|
| Douglas H. Shulman | $2,500,000 | $3,225,000 |
Qualitative achievements included managing credit and production through a challenging environment, cost actions, advancing new products and channels (including auto finance scale-up and BrightWay cards), and technology/data analytics progress .
Long-Term Incentive (Equity)
- 2024 LTI split: 50% PSUs, 50% RSUs .
- PSU metrics and weighting over the 2024–2026 cycle: 2024 Capital Generation 34%, 2025 Capital Generation Growth 33%, 2026 Capital Generation Growth 33%; payouts 0–200% of target, adjusted ±20% by a three-year Relative TSR modifier versus a peer group .
- 2024 grants: RSU grant value $2,750,000; PSU target value $2,750,000 .
| 2024 Stock Awards Detail | RSU Grant ($) | PSU Grant ($) | Vesting & Notes |
|---|---|---|---|
| Douglas H. Shulman | $2,851,476 | $3,037,336 | RSUs vest 1/3 Feb 20, 2025; 1/3 Feb 20, 2026; 1/3 Feb 19, 2027 . PSUs vest after 3 years subject to goal attainment; max PSU grant-date fair value if maximum performance: $7,289,606 . |
2024 Vested Value Realized:
| 2024 Stock Awards Vested | Shares | Value ($) |
|---|---|---|
| Douglas H. Shulman | 89,463 | $4,283,213 |
Equity Ownership & Alignment
- Beneficial ownership as of March 31, 2025: 250,126 common shares; none of the officers/directors >1% .
- Shares outstanding: 119,281,560 at March 31, 2025 .
- Ownership ≈0.21% (250,126 ÷ 119,281,560) based on disclosed counts .
| Ownership (3/31/2025) | Common Stock | Right to Acquire | Total |
|---|---|---|---|
| Douglas H. Shulman | 250,126 | — | 250,126 |
Outstanding and Scheduled Equity (as of 12/31/2024):
| Equity Type | Unvested/Unearned (#) | Market/Payout Value ($) | Scheduled Vesting |
|---|---|---|---|
| RSUs | 164,996 | $8,601,241 (@$52.13) | 68,201 in Feb 2025; 25,000 in Jul 2025; 51,415 in Feb 2026; 20,380 in Feb 2027 |
| PSUs | 177,122 | $9,233,370 (@$52.13) | 46,553 in Q1 2026; 30,569 in Q1 2027; 100,000 retention PSUs by Jul 2028, subject to performance |
| RSU Dividend Equivalents (2024) | — | $1,194,933 | Paid as cash equivalents per RSU plan features |
Ownership and Trading Policy Alignment:
- CEO stock ownership guideline: 5× base salary; all executive officers have achieved required ownership levels .
- No hedging, no margining, no pledging permitted; pre-clearance and window restrictions for insiders .
- Compensation clawback policy for incentive-based pay over 3-year lookback in event of accounting restatement (faultless clawback) .
- No dividend equivalents on unvested PSUs; no excise-tax gross-ups; double-trigger CIC in Omnibus Plan .
Implication: Significant scheduled RSU and PSU vesting over 2025–2028 may create periodic supply; prohibitions on hedging/pledging and robust ownership guidelines mitigate misalignment risk .
Employment Terms
Key contract provisions:
- Employment agreement entered July 2018; CEO start September 8, 2018 .
- Minimum compensation opportunities: base ≥$800,000; annual target incentive ≥$5,500,000 (cash, PSUs, RSUs) .
- Restrictive covenants: confidentiality, non-disparagement, work product; 1-year post-termination non-compete and non-solicit (amended July 2021) .
- “Good reason” includes material role reduction, comp cuts (>10% carve-outs), relocation >50 miles (NYC residency carve-out), failure to nominate to Board, failure to pay compensation .
Severance and Change-in-Control Economics (as of 12/31/2024, using $52.13/share):
| Scenario | Cash Severance ($) | RSU Acceleration ($) | PSU Acceleration ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without Cause | 8,460,488 | 4,858,568 | — | 28,206 | 13,347,262 |
| Termination for Good Reason | 8,460,488 | — | — | 28,206 | 8,488,694 |
| Death/Disability | — | 8,601,241 | — | — | 8,601,241 |
| CIC (no termination) | — | — | — | — | — |
| Termination w/o Cause or for Good Reason within 12 months post-CIC | 8,460,488 | 8,601,241 | 15,449,872 | 28,206 | 32,539,807 |
Notes:
- Contract formula for severance includes $2,633,333 plus prior-year unpaid incentives and two-thirds of average incentives over prior 3 years; lump-sum if within 24 months of CIC; plus 12 months COBRA .
- RSUs: next tranche vests if termination w/o cause; full acceleration for death/disability or termination w/o cause or for good reason within 12 months post-CIC (164,996 RSUs valued at $8,601,241) .
- PSUs: settle at target upon qualifying termination within 12 months post-CIC; otherwise do not vest on termination (296,372 shares valued at $15,449,872) .
Board Governance
- Board service: Director since 2018; Chairman since December 2020; Committee: Executive .
- Combined Chair/CEO structure with Lead Independent Director (Roy Guthrie) elected annually; LID responsibilities formalized include presiding over executive sessions, agenda/schedule input, succession planning, committee functioning, strategy input, and shareholder engagement; independent directors met in executive session regularly in 2024 .
- Non-employee directors compensated; Shulman, as an employee director, receives no separate board pay .
Governance implication: Dual role raises typical independence concerns; mitigants include a robust LID mandate, independent committee leadership (e.g., Audit and Compensation chaired by Guthrie), majority independent board, and regular executive sessions .
Compensation Committee Analysis
- Committee members: Roy A. Guthrie (Chair), Andrew D. Macdonald, Richard A. Smith; all “independent” per NYSE; met four times in 2024 .
- Independent consultants: FW Cook engaged in 2024; Meridian retained Nov 2024; independence assessed with no conflicts .
- Program redesign implemented fully in 2024 to align with business strategy, reduce ad hoc adjustments, and tie outcomes to financial metrics and TSR .
- 2024 peer group used for benchmarking includes consumer finance, banks, specialty retail, and IT services names (e.g., Synchrony, Bread Financial, Huntington, FIS, Western Union) .
SAY-ON-PAY & Shareholder Feedback
- 2023 advisory vote support: approximately 95% of votes cast in favor of executive compensation program .
- Frequency: triennial; next advisory vote scheduled for 2026 .
Equity Award Detail & Vesting Schedules
| RSU Vesting Tranches (Shulman) | Shares | Vest Date |
|---|---|---|
| Annual RSUs (2021/2023/2024 grants) | 68,201 | Feb 2025 |
| Annual RSUs | 25,000 | Jul 2025 |
| Annual RSUs | 51,415 | Feb 2026 |
| Annual RSUs | 20,380 | Feb 2027 |
| PSU Vesting Schedule (subject to performance) | Shares | Expected Vest Window |
|---|---|---|
| Annual PSUs | 46,553 | Q1 2026 |
| Annual PSUs | 30,569 | Q1 2027 |
| Retention PSUs | 100,000 | No later than July 2028 |
| Note | PSUs granted in 2022 lapsed; criteria not satisfied | — |
Employment & Tenure
- CEO since September 2018; Chairman since December 2020 .
- Executive officers serve at Board’s discretion; current CFO and COO roles listed with ages .
Related Policies and Risk Controls
- Codes of Conduct and Ethics for executives and directors; complaint procedures overseen by Audit Committee .
- Insider Trading Policy: bans short sales, public options trading, hedging/monetization, margin accounts, pledging, and mandates trading windows and pre-clearance; Rule 10b5-1 administration procedures in place .
Investment Implications
- Pay-for-performance alignment is strong: 2024 cash bonus paid at 129% driven by targeted financial achievement and strategic execution; LTI emphasizes multi-year Capital Generation with a relative TSR modifier, balancing growth with shareholder returns .
- Scheduled RSU/PSU vesting through 2028 suggests periodic supply; dividend equivalents on RSUs boost realized comp but PSUs lack dividend equivalents, reinforcing performance orientation; anti-hedging/pledging and high ownership guidelines support alignment .
- Retention risk appears contained given competitive target pay, double-trigger CIC protections, and one-year non-compete/non-solicit; however, significant CIC economics ($32.54mm modelled) represent potential payout overhang in sale scenarios .
- Governance risk from combined Chair/CEO mitigated by robust Lead Independent Director role, independent committee leadership, and active board refreshment; say-on-pay support (~95% in 2023) indicates investor acceptance of the redesigned program .