Toos Daruvala
OneMain HoldingsAbout Toos N. Daruvala
Senior Partner Emeritus of McKinsey & Company; joined OneMain’s Board in 2022 and is age 69. He led McKinsey’s Americas Risk Management Practice and Americas Banking & Securities Practice, built McKinsey’s global Risk Advanced Analytics capability, served as co‑CEO of MIO Partners (2016–2021), and is an adjunct professor and Executive‑in‑Residence at Columbia Business School. Current public company directorship: Royal Bank of Canada (director since 2015; previously chaired the Risk Committee). Independence status: the Board affirmatively determined he is independent under NYSE 303A.02.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner Emeritus; led Americas Risk Management and Americas Banking & Securities; built Risk Advanced Analytics | Joined 1983; Senior Partner 1995; retired 2015 | Led risk, data and analytics build‑out for financial services clients |
| MIO Partners (McKinsey investment company) | Co‑Chief Executive Officer | 2016–2021 | Oversight of investment operations and risk |
| CardConnect Corp. | Director | Mid‑2016–July 2017 | Board service until acquisition by First Data |
| Columbia Business School | Adjunct Professor; Executive‑in‑Residence | Ongoing | Academic engagement in risk/analytics |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Bank of Canada | Director; previously Risk Committee Chair | Director since 2015 | Led/oversaw bank risk governance as prior Risk Chair |
| Columbia Business School | Adjunct Professor; Executive‑in‑Residence | Ongoing | Teaching and executive mentorship |
Board Governance
- Committee assignments: Risk Committee Chair; member of Compliance Committee and Nominating & Corporate Governance (NCG) Committee. Risk Committee met 5x in 2024; Compliance 4x; NCG 4x.
- Attendance: Board met 5x in 2024; each director attended at least 75% of Board and committee meetings.
- Independence: Board affirmed Daruvala’s independence under NYSE 303A.02.
- Risk oversight and cybersecurity: Risk Committee oversees enterprise risk, including cybersecurity, information security, and data privacy; CISO reports quarterly to Risk Committee and annually to full Board.
- Lead Independent Director and executive sessions: Roy A. Guthrie serves as Lead Independent Director; non‑executive directors met in executive session regularly in 2024.
Fixed Compensation
| Component | Program Terms ($) | 2024 Daruvala Amount ($) |
|---|---|---|
| Annual Board Cash Retainer | 85,000 | Fees Earned/Paid in Cash: 108,138 |
| Committee Chair Retainer (Risk) | 25,000 | Included in fees |
| Committee Member Retainers (Compliance, NCG) | 10,000 each | Included in fees |
| Meeting Fees | None disclosed | N/A |
Notes:
- Cash retainers are paid quarterly; non‑employee directors may elect stock in lieu of cash.
- Director compensation for 2024 was reviewed and retainer levels increased effective January 2024.
Performance Compensation
| Equity Type | Grant/Value | Vesting/Terms | Dividends/Deferral |
|---|---|---|---|
| RSUs (Director annual grant) | 2024 RSU grant fair value: 160,675 | Annual grant in Q1; vests on first business day of the year following grant (2024 grants vested Jan 2, 2025) | RSUs credited with dividend equivalents; directors may elect to defer RSU delivery; Daruvala elected deferral for 2024 and 2025 |
Performance metrics: None for non‑employee directors; equity is time‑based RSUs (no PSUs/options for directors).
Other Directorships & Interlocks
| Company | Role | Potential Interlock Risk |
|---|---|---|
| Royal Bank of Canada | Director (prior Risk Chair) | Large financial institution; no OneMain related‑party transactions disclosed with RBC in 2024/2025 proxies; Audit Committee reviews and approves related‑party transactions; none disclosed involving Daruvala. |
| CardConnect Corp. (prior) | Director (2016–2017) | Historical role; no current interlock relevance. |
- Compensation Committee interlocks: None; no relationships requiring Item 404 disclosure for Compensation Committee members.
Expertise & Qualifications
- Deep risk management and consumer finance expertise; led major risk and banking practices at McKinsey and built advanced analytics.
- Public company risk governance experience (RBC director; prior Risk Committee Chair).
- Skills matrix alignment: Risk Management, Finance/Capital Markets, Consumer Finance, Corporate Governance/Responsibility, Senior Executive Leadership, Technology & Innovation.
Equity Ownership
| Holder | Common Stock | Right to Acquire (within 60 days) | Total Beneficial Ownership |
|---|---|---|---|
| Toos N. Daruvala | — | 3,445 | 3,445 |
Additional alignment and policy context:
- Director Stock Ownership Policy: must hold shares equal to 5x annual Board cash retainer; compliance required within five years of Board start (Daruvala joined 2022).
- Deferral Program: Daruvala elected to defer RSU delivery for 2024 and 2025, increasing long‑term alignment.
- Insider Trading Policy: prohibits hedging and pledging, short sales, and margining for Section 16 persons; pre‑clearance required for trades.
Governance Assessment
- Strengths: Independent director with deep risk expertise; chairs Risk Committee overseeing enterprise risk and cybersecurity; documented Board refresh and robust committee activity; strong insider trading restrictions and director ownership policy (5x cash retainer).
- Alignment: RSU equity and deferral elections suggest longer‑term alignment; dividend equivalents on RSUs treat directors consistently with stockholders.
- Attendance/Engagement: Board and committees active in 2024; minimum 75% attendance achieved by all directors; Risk Committee met 5x under Daruvala’s chair.
- Potential watch‑items (not currently red flags): Modest direct share ownership as of March 31, 2025 (3,445 rights to acquire; compliance window runs five years); monitor any future transactions involving RBC or McKinsey‑related entities—none disclosed involving Daruvala.
- Structural improvements: Ongoing proposal to declassify Board and adopt officer exculpation consistent with Delaware law; reflects responsiveness to shareholder engagement.