Micah Conrad
OneMain HoldingsAbout Micah Conrad
Micah R. Conrad is Executive Vice President and Chief Operating Officer of OneMain Holdings, Inc. (OMF), serving as COO since March 2024 after five years as CFO (March 2019–March 2024). He is age 52 in 2024 and 51 in 2023; he previously served as EVP since March 2017 and SVP since November 2015, following his tenure as CFO of OneMain Financial Holdings, Inc. (acquired by the Company in November 2015) and senior finance roles at Citigroup across Citi Holdings, Global Wealth Management, and Institutional Clients Group; he also serves as Director and EVP/COO of subsidiary OneMain Finance Corporation (OMFC) . Annual incentive performance for 2024 paid at 129% of target based on Capital Generation, C&I Operating Expenses, and New Products/Channels metrics, reflecting a balanced pay-for-performance framework; PSUs for recent cycles tie payouts to multi-year C&I Capital Generation (with TSR modifier) or Economic Earnings constructs, discouraging short-term risk-taking .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OneMain Holdings, Inc. | Executive Vice President & Chief Financial Officer | Mar 2019–Mar 2024 | Led finance during credit cycles; transitioned to COO in Mar 2024 |
| OneMain Holdings, Inc. | Executive Vice President | Mar 2017–Mar 2019 | Senior leadership progression prior to CFO appointment |
| OneMain Holdings, Inc. | Senior Vice President | Nov 2015–Mar 2017 | Joined post-acquisition; finance leadership |
| OneMain Financial Holdings, Inc. | Chief Financial Officer | 2013–Nov 2015 | CFO of consumer finance lender acquired by the Company (then Springleaf) from Citigroup |
| Citigroup | Managing Director, senior finance roles | Pre-2013 (various) | Finance leadership across Citi Holdings, Global Wealth Management, Institutional Clients Group |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OneMain Finance Corporation (OMFC) | Director, Executive Vice President & COO | Current | Subsidiary leadership; direct operational oversight |
| OneMain Finance Corporation (OMFC) | Director, Executive Vice President & CFO | Historical | Subsidiary finance leadership (prior period) |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 495,000 | 598,077 | 600,000 |
| Target Annual Incentive ($) | 542,667 | 828,000 (actual paid; target not separately disclosed) | 760,000 |
| Actual Annual Incentive Paid ($) | 542,667 | 828,000 | 979,640 |
| All Other Compensation ($) | 763,306 | 533,623 | 386,231 (401k $13,800; dividend equivalents $372,431) |
Performance Compensation
Annual Incentive Performance Scorecard (2024)
| Metric | Weight | Target Range | Result | Achievement Level | Payout Impact |
|---|---|---|---|---|---|
| Capital Generation (non-GAAP) | 50% | $630–$770 mm | $685 mm | 100% | Contributes to 129% total payout |
| C&I Operating Expenses (non-GAAP) | 10% | $1,577–$1,501 mm | $1,554 mm | 100% | Contributes to 129% total payout |
| New Products/Channels | 10% | $1,238–$1,513 mm | $1,727 mm | 150% | Contributes to 129% total payout |
| Financial Performance subtotal | 70% | 100% | 107% | 75% | — |
| Qualitative Assessment subtotal | 30% | 100% | 180% | 54% | — |
| Total Performance Payout | — | — | — | 129% | Drives $979,640 payout |
Long-Term Incentive (PSU) Framework
| PSU Cycle | Performance Metrics | Weighting | TSR Modifier | Payout Range | Notes |
|---|---|---|---|---|---|
| 2023–2025 | C&I Capital Generation (year 1 value; years 2–3 growth) | 34%/33%/33% | ±20% top/bottom quartile vs peer group | 0–240% | Aligns to segment capital creation; non-GAAP metric details in Appendix A |
| 2022–2024 | Cumulative C&I Capital Generation; Avg C&I Capital Generation ROR | 67% / 33% | None disclosed (TSR modifier noted in 2023) | 0–150% | 2020–2022 PSU payout realized at 66% (context) |
| 2021–2023 | Economic Earnings Avg Growth; Economic Avg Unlevered Return | 67% / 33% | Committee discretion if net charge-offs >7% | 0–150% | Retention PSU component also granted (below) |
2024 Grants of Plan-Based Awards (Equity and Cash)
| Grant Type | Grant Date | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|---|
| Cash annual incentive | 2/1/2024 | $326,800 | $760,000 | $1,254,000 | Threshold/target/max set at 43%/100%/165% of target |
| PSUs (2024–2026) | 2/14/2024 | 7,781 sh | 15,562 sh | 37,349 sh | 3-year vesting based on performance goals |
| RSUs (service-based) | 2/14/2024 | — | 15,562 sh | — | Vests 1/3 each on 2/20/2025, 2/20/2026, 2/19/2027 |
Historical 2021 Retention and Annual Awards
| Award Type | Grant Date(s) | Amount (Fair Value $) | Structure |
|---|---|---|---|
| Retention RSUs | 9/7/2021 | 2,111,250 | 50% of retention package; 4-year service-based vesting |
| Retention PSUs | 9/7/2021 | 1,410,250 | 50% of retention package; 7-year TSR thresholds; settle by July 2028 |
| Annual RSUs | 1/28/2021 | 655,594 | Vests 1/3 annually (2021–2023) |
| Annual PSUs | 2/9/2021 | 713,544 | 3-year economic earnings metrics |
| Plan-Based Awards (details) | 2021 | See share counts and values | Includes threshold/target/max structure and retention components |
Equity Ownership & Alignment
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Common Shares Beneficially Owned (#) | 40,821 | 56,939 | 70,460 | 64,202 |
| Ownership % of Outstanding | <1% | <1% | <1% | <1% |
| Unvested Equity (12/31/2024) | Count (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|
| RSUs (service-based) | 47,190 | 2,460,015 | 18,702 vested Feb 2025; 9,375 Sep 2025; 13,925 Feb 2026; 5,188 Feb 2027 |
| PSUs (performance-based) | 58,387 | 3,043,714 | 2026/2027 annual PSUs; 2021 retention PSUs vest no later than July 2028 subject to performance |
- Stock ownership guidelines: 3x base salary for executive officers; all executive officers have achieved ownership levels .
- Hedging and pledging: Insider trading policy prohibits hedging, margining, and pledging of Company shares .
- Equity plan and availability: 2,350,801 shares reserved for outstanding RSUs/PSUs (assuming max performance) and 11,634,257 shares available under the Omnibus Incentive Plan as of 12/31/2024 .
Employment Terms
- Severance and change-in-control economics (as of 12/31/2024): Under the Executive Severance Plan, upon termination by the Company without cause (whether or not in connection with a change in control) or by the executive for good reason within 12 months following a change in control, Mr. Conrad receives 12 months’ base salary continuation ($600,000) and a lump sum equal to 12 months of COBRA premiums ($28,206) .
- Equity acceleration terms: Upon termination without cause, RSUs next scheduled to vest accelerate (28,077 RSUs; $1,463,654); upon termination without cause or resignation for good reason within 12 months following a change in control, or upon death/disability, all unvested RSUs vest (47,190 RSUs; $2,460,015); PSUs vest at target and settle in shares upon qualifying termination within 12 months following a change in control (91,264 shares; $4,757,592) .
- Restrictive covenants and clawbacks: Executive officers are subject to non-competition, non-solicit, and non-disclosure obligations upon separation; compensation clawback policy applies to incentive-based compensation for the three-year period prior to any accounting restatement, regardless of fault .
- Double-trigger vesting: Omnibus Incentive Plan has double-trigger accelerated vesting (change of control plus involuntary termination) .
Compensation Structure Analysis
- Mix and alignment: 2024 target total direct compensation for Conrad was $2.76 million (salary $600k; cash incentive $760k; RSU $700k; PSU $700k), maintaining substantial at-risk equity alignment and multi-metric incentives .
- Annual payout discipline: 2024 payout at 129% driven by financial and innovation objectives, with qualitative capped; targets set considering macro uncertainty and nonprime consumer deterioration .
- Long-term discipline: PSUs tied to C&I Capital Generation (with TSR modifier) or Economic Earnings, with no dividend equivalents on unvested PSUs and prohibition of repricing; retention PSUs include long-dated TSR vesting to align with shareholder value creation .
- Perquisites and cash: Minimal perquisites; all other compensation in 2024 primarily dividend equivalents ($372,431) plus 401(k) match ($13,800) .
Say-on-Pay & Peer Group
- Peer benchmarking: Committee uses compensation data from publicly traded peers across consumer finance, payments, and mortgage finance; independent consultant retained to advise (FW Cook noted historically) .
- Governance practices: Robust stock ownership, clawbacks, anti-hedging/pledging, double-trigger vesting, and limited perquisites .
- Historical say-on-pay: 2020 say-on-pay received ~87% approval; company maintained compensation approach thereafter .
Investment Implications
- Alignment: Significant unvested RSUs/PSUs and strict ownership/clawback/anti-pledging policies align Conrad’s incentives with long-term capital generation, disciplined expense management, and TSR outcomes .
- Retention risk: Severance provides 12 months of salary and COBRA; double-trigger equity acceleration mitigates involuntary separation risk while avoiding single-trigger windfalls; long-dated retention PSUs add stickiness through July 2028 .
- Trading signals: Regular RSU vesting dates (Feb 20, 2026; Feb 19, 2027; plus Sept 2025 tranche) and dividend equivalents suggest periodic Form 4 activity tied to tax withholding/settlement; PSU outcomes hinge on multi-year C&I capital generation and TSR quartile, key drivers for incentive realization and potential insider selling pressure upon vest .
- Execution focus: Annual incentive framework emphasizes capital generation and operating discipline; maintaining payout at 129% in 2024 indicates operational resilience. Monitoring C&I Capital Generation trajectory and TSR relative performance is critical to forecasting PSU payouts and future equity realization .