Phyllis Caldwell
OneMain HoldingsAbout Phyllis R. Caldwell
Independent director of OneMain Holdings (OMF) since 2021; age 65. Caldwell is a former U.S. Treasury Chief Homeownership Preservation Officer and former Bank of America President of Community Development Banking, with deep experience in housing, consumer finance, and regulatory oversight. She serves on OMF’s Compliance and Nominating & Corporate Governance (NCG) Committees and has extensive public company board experience in financial services. The Board has affirmatively determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wroxton Civic Ventures, LLC | Owner; independent advisor on financial, housing, and economic development matters | 2012–2024 | Advisory services; founder/sole member |
| U.S. Department of the Treasury | Chief Homeownership Preservation Officer (oversight of housing stabilization, recovery, foreclosure prevention) | Nov 2009–Dec 2011 | Led oversight of U.S. housing market stabilization and foreclosure prevention initiatives |
| Bank of America | Various leadership roles in commercial real estate finance; President of Community Development Banking | ~1996–2007 (11 years; retired 2007) | Led community development banking; senior leadership in CRE finance |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| JBG Smith Properties | Director (public) | Since Mar 2021 | Current public directorship |
| Oaktree Specialty Lending Corporation | Director (public) | Effective Dec 31, 2021 | Current public directorship |
| Ocwen Financial Corp. | Director; Chair (Mar 2016–Jan 2023) | Jan 2015–May 2024 | Former public directorship; chair tenure noted |
| Revolution Acceleration Acquisition Corp. | Director (SPAC) | Dec 2020–Jul 2021 | Former public role |
| MicroVest Holdings, Inc. | Director (private RIA) | Oct 2018–Oct 2021 | Former private board |
| American Capital Senior Floating, Ltd. | Director (public BDC) | Jan 2014–Sep 2018 | Former public directorship |
Board Governance
| Attribute | Detail |
|---|---|
| OMF Board Committees | Compliance; Nominating & Corporate Governance (NCG) |
| Committee meeting cadence (2024) | Compliance met 4x; NCG met 4x |
| Independence | Independent under NYSE Section 303A.02 |
| Attendance | Each director attended at least 75% of Board and committee meetings in 2024 |
| Board leadership | Lead Independent Director: Roy A. Guthrie; independent directors held regular executive sessions in 2024 |
| Governance enhancements | Board is seeking to declassify over 3 years (pending stockholder approval); enhanced LID responsibilities; risk/cyber oversight expanded |
| Impact oversight | NCG charter formalizes oversight of Impact policies/practices |
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount (USD) | Source |
|---|---|---|
| Annual cash retainer | 85,000 | |
| Committee membership retainers | 10,000 per Compliance; 10,000 per NCG | |
| Total fees earned (Caldwell) | 105,000 | |
| Annual RSU grant (standard) | 155,000 | |
| 2024 stock awards (Caldwell) | 160,675 | |
| Total reported 2024 compensation (Caldwell) | 265,675 | |
| Expense reimbursement | Reasonable costs to attend meetings | |
| Deferral election | Elected to defer director RSUs for 2024 and 2025 |
Notes:
- Director RSUs are granted in Q1 and vest on the first business day of the following year, with dividend equivalents credited .
Performance Compensation
Non‑employee director equity at OMF is service‑based (time‑vested RSUs); there are no performance metrics tied to director equity awards.
| Instrument | Grant Value (USD) | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSUs (Caldwell) | 160,675 | Vest on first business day of the year following grant, subject to service | N/A (service‑based) |
Other Directorships & Interlocks
- Current public boards: JBG Smith Properties; Oaktree Specialty Lending Corporation .
- The proxy discloses no compensation committee interlocks and no relationships requiring Item 404 disclosure for compensation committee members; Caldwell did not serve on the compensation committee in 2024 .
- Related party transactions disclosed in the proxy involve legacy stockholders (Apollo/Värde) and a whole‑loan sale program; there is no mention of transactions involving Caldwell .
Expertise & Qualifications
- Extensive experience across housing and financial services from senior roles at Treasury and Bank of America .
- Public company board experience across mortgage/consumer finance; prior chair experience at Ocwen .
- Governance and inclusion/community development focus through non‑profit and government service .
- Identified in the Board’s skills framework emphasizing finance, risk, consumer finance, governance, and regulatory experience across the Board .
Equity Ownership
| Category (as of Mar 31, 2025) | Shares |
|---|---|
| Common stock (beneficial) | 1,739 |
| Right to acquire within 60 days (e.g., RSUs/DSUs) | 10,473 |
| Total beneficial ownership | 12,212 |
Additional alignment policies:
- Director ownership guideline: required to hold shares equal to 5x annual cash retainer; directors have five years from Board entry to comply (policy administered by the Compensation Committee). As of the proxy date, only directors with 5+ years of service (Guthrie, Smith) were evaluated and are in compliance; newer directors remain within their compliance window .
- Insider Trading Policy prohibits short sales, public options on the stock, hedging by Section 16 insiders, and pledging/margining company shares; pre‑clearance required for Section 16 persons (includes directors) .
Governance Assessment
Strengths
- Independence and relevant committee placement: Caldwell is independent and serves on Compliance and NCG—key oversight bodies for regulatory risk, governance, and Impact, aligning with her regulatory and housing finance background .
- Attendance and engagement: Board‑wide attendance threshold met; Compliance and NCG each met four times in 2024, indicating regular cadence for risk/governance oversight .
- Pay‑alignment for directors: Simple retainer + time‑vested RSUs; increased retainers in 2024 to market median, with optional deferral—supports ownership alignment without pay‑for‑performance distortions in board pay .
- Governance evolution: Board pursuing declassification; enhanced LID responsibilities; formalized cyber and Impact oversight—signals responsiveness to investor feedback. Caldwell’s NCG role places her within the locus of these changes .
Watch items
- Multi‑board commitments: Caldwell serves on two other public boards; while common for seasoned directors, ongoing assessment of time commitments relative to OMF’s evolving risk profile is prudent (no attendance issues disclosed) .
- Related‑party vigilance: While no Caldwell‑specific related party exposure is disclosed, OMF’s history with legacy shareholders (Värde/Apollo) highlights the importance of Audit/Compliance monitoring—areas adjacent to Caldwell’s committee service .
Shareholder context
- Say‑on‑pay support was ~95% in 2023 following the compensation program redesign; ongoing shareholder engagement and the declassification proposal reflect alignment efforts that the NCG Committee oversees .