Philip Bronner
OneMain HoldingsAbout Philip L. Bronner
Independent director of OneMain Holdings, Inc. (OMF); age 54; director since 2021. Co‑founder of Ardent Venture Partners; previously founder/managing member at Summer League Ventures, general partner at Novak Biddle Venture Partners, founder of Quad Learning, consultant at McKinsey, and software engineer at IBM. Education: BS (Computer Science) Carnegie Mellon; JD (University of Pennsylvania Carey Law School); MBA (Wharton School). Skills emphasized by OMF include technology/innovation, finance/capital markets, consumer finance, senior leadership, and accounting/auditing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ardent Venture Partners | Co‑founder | 2020–present | Focus on technology/fintech/future of work |
| Summer League Ventures | Founder/Managing Member | 2018–2020 | Early-stage investing |
| Novak Biddle Venture Partners | General Partner | 1999–2017 | Led 16 and involved in 20 investments totaling >$100M |
| Quad Learning | Founder | 2012–2018 | Venture-backed startup acquired by Wellspring Higher Education in 2018 |
| McKinsey & Co. | Management Consultant | 1997–1999 | Financial services engagements |
| IBM | Software Engineer | 1992–1997 | Software development |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| The Reserve Trust Company | Director | “Currently on the board” (as of Nov 2021) | Financial services; private company |
| Verituity | Director | “Currently on the board” (as of Nov 2021) | Payments orchestration; private company |
| ExecOnline | Director | “Currently on the board” (as of Nov 2021) | EdTech; private company |
No other current public company directorships disclosed for Bronner in OMF’s 2025 proxy, reducing interlock risk .
Board Governance
- Committee assignments: Audit Committee member (not Chair) .
- Independence: Board affirmatively determined Bronner is independent under NYSE Section 303A.02 .
- Attendance: The Board met 5 times in 2024; Audit Committee met 5 times; each director attended at least 75% of Board and committee meetings .
- Term: Class II director; term expires in 2027 .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer (program) | 85,000 | Effective Jan 2024 program level |
| Audit Committee member retainer (program) | 15,000 | Per 2024 program |
| 2024 Fees earned (Bronner) | 100,000 | Matches Board + Audit Committee member retainers |
| Lead Independent Director retainer (program) | 100,000 | Program reference (not applicable to Bronner) |
| Committee Chair fees (program) | 20,000–30,000 | Varies by committee; not applicable to Bronner |
- Director stock ownership guidelines: must hold shares equal in value to 5x the annual Board cash retainer; compliance window is five years from commencement of Board service (Bronner commenced in 2021) .
- Insider Trading Policy: prohibits hedging, monetization, margining, and pledging of OMF securities for Section 16 insiders (including directors) .
Performance Compensation
| Year | Equity Grant Type | Grant Timing | Fair Value ($) | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|
| 2024 | RSU (annual) | Q1 grants for non‑employee directors | 160,675 | Vests on first business day of year following grant; 2024 RSUs vested Jan 2, 2025 | RSUs credited with dividend equivalents (cash) |
Program levels: Annual RSU grant for non‑employee directors set at $155,000 effective Jan 2024; Bronner’s grant date fair value reflects award valuation at issuance .
Other Directorships & Interlocks
- Compensation Committee interlocks: none; members are independent and no related relationships requiring Item 404 disclosure .
- Related party transactions: OMF states no transactions between Bronner and OMF requiring Item 404(a) disclosure at election; Audit Committee reviews related party transactions .
Expertise & Qualifications
- Fintech/cloud software investor; board/advisory experience with growth-oriented fintech companies .
- Skills matrix highlights: Technology & Innovation; Finance & Capital Markets; Consumer Finance; Senior Executive Leadership; Accounting & Auditing .
- Formal education across CS, law, and business (CMU; Penn Carey Law; Wharton) .
Equity Ownership
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Common shares beneficially owned (Bronner) | 438 | 3,225 | 7,466 | 10,911 |
- None of OMF’s directors or executive officers individually owns ≥1% of outstanding shares, per proxy disclosure .
- Director Deferral Program: listed participants for 2024/2025 were Caldwell, Daruvala, Guthrie, Smith, and Macdonald (2025); Bronner not listed among electing participants .
- All other compensation (2024): Bronner received $15,579 in dividend equivalents on RSUs (standard treatment to align with shareholder dividends) .
Governance Assessment
- Positive signals: Independent Audit Committee member; Board-determined independence; adequate attendance; no Item 404 related-party transactions; robust prohibitions on hedging/pledging; clear ownership guidelines; modest/standard director compensation structure with meaningful equity .
- Compensation structure analysis: Program increased Board cash retainer to $85,000 and annual RSU to $155,000 in 2024 following peer review; Bronner’s cash fees of $100,000 reflect added Audit Committee service; equity aligns director incentives with shareholder outcomes via RSUs and dividend equivalents .
- Potential conflicts: No public company directorships disclosed for Bronner in 2025 proxy; external board roles referenced in 2021 8‑K appear private‑company boards; Audit Committee oversees related-party matters .
- RED FLAGS: None disclosed regarding hedging/pledging, related‑party transactions, or low attendance; OMF’s policies prohibit hedging and pledging for insiders, and Audit Committee pre‑approves related‑party transactions .