Steven J. Freiberg
About Steven J. Freiberg
Steven J. Freiberg (age 68) has served as an independent director of Regional Management Corp. since 2014; he chairs the Human Resources and Compensation Committee and is a member of the Audit Committee . The Board determined he was independent during 2024 under NYSE standards, and designated him an “audit committee financial expert” alongside Carlos Palomares . He previously served as CEO of E*TRADE (2010–2012), interim CFO of Social Finance, Inc. (2017–2018), and spent 30 years at Citigroup in senior roles including Co‑Chairman/CEO of Global Consumer Group and CEO of Citi Cards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| E*TRADE Financial Corporation | Director and Chief Executive Officer | 2010–2012 | Led turnaround of retail brokerage; public company CEO experience |
| Social Finance, Inc. (SoFi) | Interim Chief Financial Officer | 2017–2018 | Finance leadership at fintech; risk and controls exposure |
| Citigroup | Co‑Chairman/CEO, Global Consumer Group; CEO, Citi Cards; CEO, North American Investment Products Division | ~30 years (prior to 2010) | Large‑scale consumer finance, credit risk and marketing expertise |
External Roles
| Organization | Role | Status/Dates | Committees/Details |
|---|---|---|---|
| SoFi Technologies, Inc. | Vice Chair of Board | Current | Chairs Audit and Compensation Committees; serves on Risk Committee |
| SoFi Bank | Chairman | Current | Oversight of online bank operations and risk |
| Rewards Network | Chairman of Board | Current | Merchant‑funded card‑linked rewards network leadership |
| Purchasing Power, LLC | Governing body member | Current | Specialty e‑retailer governance |
| MasterCard Incorporated | Director | 2006–2022 | Global payments governance experience |
| Compass Digital Acquisition Corp. | Director | 2021–2023 | SPAC governance |
| Portage Fintech Acquisition Corp. | Director | 2021–2023 | SPAC governance |
Board Governance
- Committee assignments: Chair, Human Resources & Compensation (HRCC); Member, Audit Committee .
- Audit Committee financial expert designation (SEC definition) by the Board .
- Board and committee activity: Board met 16 times in 2024; Audit (5), HRCC (7), Corporate Governance & Nominating (5), Risk (4); all directors attended at least 75% of the aggregate meetings of the Board and committees on which they served .
- Independence: Board determined Freiberg was independent during 2024 under NYSE criteria .
- Executive sessions: Non‑employee directors met in executive session at each regular quarterly Board meeting in 2024 .
| Committee | Role | Meetings Held (2024) |
|---|---|---|
| Human Resources & Compensation | Chair | 7 |
| Audit | Member (Audit Committee financial expert) | 5 |
Fixed Compensation
| Component | Structure | Amounts / Details |
|---|---|---|
| Annual Board cash retainer | $70,000; $95,000 for Chair/Lead Independent Director | Program terms |
| Committee cash retainer | $8,750 per committee; $17,500 for committee chair | Program terms |
| Annual Board equity (restricted stock) | $110,000; $135,000 for Chair/Lead Independent Director | RSA granted 5th business day post annual meeting |
| Committee equity (restricted stock) | $8,750 per committee; $17,500 for committee chair | Program terms |
| 12‑month director value cap | $600,000 combined cash + equity under 2024 LTIP | Plan cap and pro‑ration on role changes |
Non‑employee director compensation received by Steven J. Freiberg in FY2024:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Steven J. Freiberg | 101,155 | 136,232 | 237,387 |
Grant details:
- On May 23, 2024, annual restricted stock awards (RSAs) to non‑employee directors included 5,027 shares to Freiberg; RSAs vest on the earlier of the 1st anniversary of grant or next annual meeting (≥50 weeks) subject to continued service .
Performance Compensation
- Directors receive time‑based restricted stock awards; no performance‑conditioned metrics apply to director equity awards at RM .
- Clawback framework applies to executive incentive compensation (Dodd‑Frank compliant policy adopted in 2023; supplemental policy covers violations of restrictive covenants), not to directors’ time‑based RSAs .
Other Directorships & Interlocks
| Company | Role | Board Committees |
|---|---|---|
| SoFi Technologies, Inc. | Vice Chair | Chairs Audit and Compensation; member Risk |
| SoFi Bank | Chairman | — |
| Rewards Network | Chairman | — |
| Purchasing Power, LLC | Governing body member | — |
| MasterCard Incorporated | Former Director (2006–2022) | — |
| Compass Digital Acquisition Corp. | Former Director (2021–2023) | — |
| Portage Fintech Acquisition Corp. | Former Director (2021–2023) | — |
- Compensation Committee interlocks: No member (including Freiberg) served as an officer/employee of RM or had relationships in FY2024 requiring disclosure under Item 404 of Regulation S‑K; no RM executive served on a compensation committee or board of another entity whose executive served on RM’s Board/Compensation Committee in 2024 .
Expertise & Qualifications
- Board skills matrix attributes for Freiberg include financial services industry, executive management, entrepreneurship/operations, corporate finance, marketing, M&A, executive compensation, technology/innovation, risk management, investor relations; and designation as Audit Committee Financial Expert .
- The Board formally determined Freiberg meets SEC “audit committee financial expert” criteria .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Steven J. Freiberg | 185,514 | 1.8% (of 10,035,287 outstanding) | 133,066 direct; 30,000 by spouse (Neena Freiberg); 22,448 by Neena Freiberg Irrevocable Trust (trustee: S. Freiberg) |
Additional equity details:
- As of Dec 31, 2024, Freiberg held 5,027 shares subject to RSA; no options outstanding .
- Ownership guidelines: Directors must hold stock equal to 5x annual cash retainer; policy includes 12‑month 50% net‑shares retention post‑vesting/exercise until compliance .
- Compliance: As of Dec 31, 2024, all directors (excluding Julie Booth, appointed in March 2025) were in compliance with stock ownership guidelines .
- Hedging/pledging: Prohibited for directors, officers, and employees under Code of Ethics and Stock Ownership and Retention Policy .
Governance Assessment
- Board effectiveness: Freiberg chairs HRCC and is an Audit Committee member and financial expert—strong governance credentials with direct accountability for pay, risk, and audit oversight .
- Independence and conflicts: Board affirmed his independence in 2024; Compensation Committee interlocks disclosure notes no related‑party relationships requiring Item 404 disclosure—low conflict risk signal .
- Engagement: Following a 68% say‑on‑pay approval in 2024, Freiberg led investor outreach—participated in engagements covering 35% of shares outstanding and with investors representing 89% of shares voted against say‑on‑pay, indicating responsiveness to shareholder concerns .
- Attendance: Board met 16 times; all directors met at least a 75% attendance threshold; non‑employee director executive sessions held quarterly—supportive of effective oversight .
- Director pay mix and alignment: 2024 director pay balanced cash retainers with time‑based RSAs; program includes ownership guidelines (5x retainer) and prohibitions on hedging/pledging; combined annual cash+equity cap of $600,000 under the 2024 LTIP—alignment and risk controls present .
RED FLAGS and watch items:
- 2024 say‑on‑pay support at 68% (down from >94% prior three years) is a governance concern; however, Board and HRCC response via outreach (led by Freiberg) partially mitigates risk .
- Multiple external senior roles (SoFi Technologies Vice Chair; SoFi Bank Chairman; Rewards Network Chairman) increase time‑commitment risk; no related‑party transactions disclosed at RM, but ongoing monitoring for interlocks is prudent .