Roy Guthrie
OneMain HoldingsAbout Roy A. Guthrie
Roy A. Guthrie (age 72) has served on OneMain Holdings’ Board since 2012 and has been Lead Independent Director since 2014. He chairs the Audit and Compensation Committees and also serves on the Executive and Risk Committees. Guthrie is a former EVP and CFO of Discover Financial Services (2005–2011) and previously held senior leadership roles at Citigroup’s consumer finance businesses and Associates First Capital Corporation. He is designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Discover Financial Services | EVP & CFO | 2005–Apr 2011 | Led finance through public company operations; retired Jan 2012 |
| CitiFinancial International, Ltd. (Citigroup) | President & CEO; Citigroup Management Committee | 2000–2004 | Consumer finance leadership; strategic oversight |
| CitiCapital | President & CEO | 2000–2001 | Asset finance leadership |
| Associates First Capital Corporation | CFO; Director; Corporate Controller | 1989–2000 | Finance leadership at public consumer lender; director 1998–2000 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mr. Cooper Group Inc. (and predecessor Nationstar Mortgage) | Lead Independent Director; Chair of Audit & Risk Committee | Since Feb 2012 | Independent oversight of audit and enterprise risk in mortgage origination/servicing |
| Synchrony Financial | Director; Chair of Risk Committee | Since Jul 2014 | Oversees credit, cyber, and operational risk at private-label card issuer |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Chair), Executive, Risk
- Independence: Audit Committee members are independent and financially literate; Guthrie is the Audit Committee financial expert. Compensation Committee members are independent and “non‑employee” directors under Rule 16b‑3 .
- Attendance: Board held five meetings in 2024; every director attended at least 75% of Board and committee meetings. Committee meetings: Audit (5), Compensation (4), Risk (5); Executive Committee did not meet in 2024 .
- Lead Independent Director role: Elected annually by independent directors; responsibilities include presiding over executive sessions, agenda/meeting consultation, facilitating committee effectiveness, succession planning input, and shareholder engagement. Non‑executive directors met in executive session regularly in 2024 .
Fixed Compensation
| Component | 2024 Program Value ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 85,000 | Effective Jan 2024 |
| Lead Independent Director retainer | 100,000 | Applies to Guthrie |
| Audit Committee Chair retainer | 30,000 | Applies to Guthrie |
| Compensation Committee Chair retainer | 25,000 | Applies to Guthrie |
| Risk Committee member retainer | 10,000 | Applies to Guthrie as member |
| Audit Committee member retainer | 15,000 | Committee membership retainer |
| Annual Director RSU grant | 155,000 | Grant during Q1; vests first business day of following year |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Roy A. Guthrie | 250,000 | 160,675 | 5,375 | 416,050 |
- RSUs granted in 2024 vested on January 2, 2025; “All Other Compensation” reflects dividend equivalents on RSUs .
- Director compensation under the Omnibus Incentive Plan is generally capped at $500,000 per year; cash retainers paid quarterly .
Performance Compensation
| Equity Type | Grant Date | Grant Date Fair Value ($) | Vesting | Dividends/Equivalents |
|---|---|---|---|---|
| RSUs (Director annual grant) | Q1 2024 | 160,675 | Vested Jan 2, 2025 (time-based; service condition) | Dividend equivalents paid; Guthrie received $5,375 in 2024 |
- No performance metrics (e.g., TSR/EBITDA) are tied to non‑employee director RSUs; awards are time‑vested .
- Deferral program: Guthrie elected to defer delivery of RSUs for 2024 and 2025; permitted lump sum or installments up to five years on separation/selected date .
Other Directorships & Interlocks
| Company | Relationship to OMF | Interlock/Conflict Disclosure |
|---|---|---|
| Mr. Cooper Group Inc. | External financial services board | Not a disclosed related‑party transaction |
| Synchrony Financial | External financial services board | Not a disclosed related‑party transaction |
- Compensation Committee Interlocks: None; no relationships requiring Item 404 disclosure for Compensation Committee members (includes Guthrie in 2024) .
Expertise & Qualifications
- Audit committee financial expert; deep finance and accounting credentials from CFO roles at public companies .
- Extensive consumer finance industry experience; risk management oversight across multiple financial services boards .
Equity Ownership
| Holder | Common Stock | Right to Acquire (≤60 days) | Total Beneficial | % of Outstanding |
|---|---|---|---|---|
| Roy A. Guthrie | 13,797 | 29,324 | 43,121 | 0.036% (calc: 43,121 ÷ 119,281,560) |
| Shares outstanding (as of 3/31/2025) | 119,281,560 |
- Ownership structure: Guthrie is Investment Manager of Guthrie 2012 Investments LP, which owns 13,797 shares; he disclaims beneficial ownership except for his pecuniary interest .
- Stock ownership policy: Directors must hold shares equal to 5× the annual cash Board retainer (excluding committee chair/member fees); Guthrie is in compliance. Holdings counted include direct and indirect shares and unvested/deferred RSUs; compliance window is five years from Board service start .
- Pledging/hedging: No pledging disclosed for Guthrie; no 1% holders among directors/officers .
Governance Assessment
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Strengths supporting investor confidence:
- Long‑tenured, truly independent Lead Independent Director with explicit responsibilities; robust executive session cadence .
- Dual committee chair roles (Audit, Compensation) with formal independence determinations; Guthrie designated audit financial expert .
- Solid attendance (≥75% standard met across directors) and active committee oversight; Audit met 5×, Compensation 4×, Risk 5× in 2024 .
- Ownership alignment via 5× retainer guideline and Guthrie’s compliance; use of RSUs with dividend equivalents and optional deferral indicates long‑term orientation .
-
Potential watch‑items:
- External board workload across two significant financial services companies (Mr. Cooper, Synchrony) could pose time‑commitment considerations; however, company discloses no Item 404 related‑party transactions and no compensation committee interlocks .
- Executive Committee did not meet in 2024; not a red flag itself but suggests governance activity concentrated in standing committees .
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Compensation structure signals:
- Guthrie’s cash fees reflect LID and dual chair responsibilities; equity grant is time‑based RSUs without performance metrics, typical for non‑employee directors .
- Program cap ($500k) and market‑based increases in 2024 to align with peer medians reduce pay‑inflation risk while acknowledging responsibilities .
Overall, Guthrie’s profile and roles indicate strong board effectiveness in financial oversight and compensation governance, with appropriate independence, attendance, and ownership alignment; no related‑party conflicts are disclosed.