Richard Smith
OneMain HoldingsAbout Richard A. Smith
Richard A. Smith, age 71, has served on OneMain Holdings’ Board since 2018 and is currently Chair of the Nominating and Corporate Governance Committee, and a member of the Audit and Compensation Committees. He is a retired Chairman, CEO and President of Realogy Holdings Corp., with 21 years of executive leadership in residential real estate and brokerage operations, and prior public company board experience at Total System Services (TSYS) and a SPAC (TZP Strategies Acquisition Corp.). The Board has affirmatively determined Mr. Smith is independent under NYSE listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Realogy Holdings Corp. | Chairman, CEO, President | Led business operations for 21 years; retired Dec 2017 | Realogy recognized as one of the World’s Most Ethical Companies for seven consecutive years under his leadership |
| TZP Strategies Acquisition Corp. (SPAC) | Director; Audit, Nominating, and Compensation Committee member | Jan 2021 – Jan 2023 | Committee service confirmed |
| Total System Services, Inc. (NYSE: TSS; merged into Global Payments in 2019) | Director | Prior to 2019 merger | NYSE-listed; role noted prior to merger |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Business Roundtable | Former member | Not disclosed | CEO association membership noted |
| Bipartisan Policy Center’s Housing Commission | Former Commissioner | Not disclosed | Public policy oversight in housing markets |
| Harvard University Joint Center for Housing Studies – Policy Advisory Board | Previously served on Executive Committee | Not disclosed | Housing and policy oversight |
Board Governance
- Committee assignments: Nominating & Corporate Governance (Chair), Audit (member), Compensation (member).
- Independence: Board determined Mr. Smith is independent under NYSE Section 303A.02.
- Board meetings: Board held 5 meetings in 2024; each director attended at least 75% of Board and committee meetings.
- Committee activity (2024): Audit met 5x; Compensation 4x; NCG 4x; Compliance 4x; Risk 5x; Executive Committee did not meet.
- Engagement and evaluations: NCG oversees annual Board and committee self-evaluations; the Board maintains Corporate Governance Guidelines and conducts investor engagement.
- Lead Independent Director: Role formalized and enhanced; elected annually; non-executive directors met in executive session regularly in 2024.
- Declassification proposal: Board proposed phasing out the classified structure by 2028 to enhance accountability.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 85,000 | Standard non-employee director retainer, effective Jan 2024 |
| Audit Committee member retainer | 15,000 | Applies to each Audit Committee member |
| Compensation Committee member retainer | 10,000 | Applies to each Compensation Committee member |
| NCG Committee member retainer | 10,000 | Applies to each NCG Committee member |
| NCG Committee chair retainer | 20,000 | Applies to Committee chair |
| Lead Independent Director retainer | 100,000 | Not applicable to Mr. Smith |
| Richard A. Smith – Fees earned in 2024 (cash) | 130,000 | Sum consistent with roles: $85,000 Board + $20,000 NCG Chair + $15,000 Audit member + $10,000 Compensation member |
Additional details:
- Director Deferral Election Program: Mr. Smith elected to defer RSUs for 2024 and 2025.
Performance Compensation
| Element | Grant/Value | Vesting/Terms | Metrics |
|---|---|---|---|
| Annual RSU grant (program) | 155,000 (grant-date value target) | RSUs granted in Q1, vest on the first business day of the year following grant; dividend equivalents credited | None (service-based vesting only) |
| Richard A. Smith – Stock awards (2024) | 160,675 (grant-date fair value) | RSUs per director program; vested Jan 2, 2025 per annual director schedule | |
| Richard A. Smith – Dividend equivalents (2024) | 38,596 | Paid on RSUs as per policy | n/a |
Directors do not receive performance-based equity (e.g., PSUs) or cash bonuses; director equity is service-vested RSUs without performance metrics.
Other Directorships & Interlocks
| Company | Current/Prior | Role/Committee | Notes |
|---|---|---|---|
| Total System Services, Inc. (TSS) | Prior | Director | Prior to 2019 merger into Global Payments |
| TZP Strategies Acquisition Corp. (SPAC) | Prior | Director; Audit, Nominating, Compensation | Jan 2021 – Jan 2023 |
- Compensation Committee interlocks: None; OMF Compensation Committee (including Mr. Smith) comprised solely of independent, non-employee directors with no Item 404 relationships.
Expertise & Qualifications
- Executive leadership: Former Chairman/CEO/President of Realogy; extensive senior leadership experience.
- Corporate governance: NCG Chair; prior public board service; governance oversight and refresh initiatives.
- Finance/capital markets and risk: Audit Committee member; Board skills matrix highlights finance and risk capabilities.
- Industry experience: Deep real estate brokerage expertise; exposure to financial technology via TSYS; broad consumer finance governance exposure.
Equity Ownership
| Item | Amount |
|---|---|
| Common stock beneficially owned | 11,517 shares |
| Right to acquire (within 60 days) | 13,261 shares |
| Total beneficial ownership | 24,778 shares |
| Ownership as % of outstanding | <1% (none of directors/officers own ≥1%) |
| Director stock ownership guideline | 5x annual cash retainer; measured on prior year average closing price; includes direct and deferred RSUs |
| Compliance status | In compliance (Richard A. Smith and Roy A. Guthrie) |
| Hedging/pledging/margining | Prohibited under Insider Trading Policy; Section 16 reporting persons must pre-clear trades |
Insider Trades
| Date | Filing/Event | Description |
|---|---|---|
| Feb 6, 2025 | Stock Award (Grant) | Director stock award credited (Yahoo insider roster) |
| Nov 5, 2025 | Form 4 filed | Statement of changes in beneficial ownership (MarketBeat index) |
| 2025 (file index) | Form 4 index | Richard A. Smith Form 4 index page on SEC EDGAR |
Governance Assessment
- Board effectiveness: Smith’s roles across NCG (Chair), Audit, and Compensation align with governance best practices and provide multi-angle oversight. Independence affirmed; he participates in committees that met regularly in 2024 (Audit 5x; Compensation 4x; NCG 4x).
- Alignment and skin-in-the-game: In compliance with 5x retainer ownership guideline; defers RSUs; receives only service-vested RSUs; dividend equivalents treated consistently with shareholder dividends; hedging/pledging prohibited, strengthening alignment.
- Attendance & engagement: Board met 5 times in 2024; directors attended ≥75% of Board and committee meetings; Board conducts annual self-evaluations and maintains strong investor engagement practices.
- Conflicts/related-party exposure: Compensation Committee interlocks – none; Item 404 relationships – none for Compensation Committee members; related-party policies routed to Audit Committee with pre-approval and recusals as needed. No Smith-specific related-party transactions disclosed.
- Compensation structure signals: Director fees increased in 2024 to align with median peer practices (cash retainer to $85k; RSU grant to $155k), reflecting workload and responsibility without adding performance-linked director pay that could impair independence.
- Shareholder oversight context: Board re-proposed declassification to enhance accountability; officer exculpation aligned with DGCL changes; prior say-on-pay support (≈95% in 2023) suggests investor confidence in compensation governance.
RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions involving Mr. Smith, pledging/hedging, or Compensation Committee conflicts. Age/tenure policy notes that directors aged ≥75 will not stand for reelection; Mr. Smith is 71 (monitor for future refresh timing).