Bread Financial Holdings, Inc DEF 14A, filed Apr 2, 2025

About this DEF 14A

Bread Financial Holdings, Inc. (BFH)

DEF 14A 2025-04-02 For: 2025-05-13

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Added on June 12, 2026

Members

Roger H. Ballou

John J. Fawcett

John C. Gerspach, Jr. (Chair)

Timothy J. Theriault

Independent/
Financially Literate

Each member is independent
and financially literate

Audit Committee
Financial Experts

Mr. Ballou, Mr. Fawcett and Mr. Gerspach

Roles and Responsibilities

The Audit Committee’s primary roles and responsibilities include:

• assisting our Board in fulfilling its oversight responsibilities with respect to the integrity of our financial statements; our compliance with legal and regulatory requirements; the independent registered public accounting firm’s qualifications and independence; and the performance of our internal audit department and the independent registered public accounting firm

• preparing the Audit Committee report included in this proxy statement

• reviewing our financial statements and related disclosures to be included in filings with the SEC

• appointing, compensating and overseeing our independent registered public accounting firm

• approving audit and permissible non-audit services to be performed by our independent registered public accounting firm

• overseeing our internal audit function

• reviewing and approving any related party transactions

• reviewing the audit practices, guidelines and policies of our bank subsidiaries

• reviewing certain business and client contracts of the Company and our bank subsidiaries, as well as proposed acquisition or divestiture, merger, outsourcing or similar agreements exceeding certain thresholds

• establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters

• overseeing our finance function, including review of the Company’s annual operating plan and long-range plans, corporate debt strategies and execution, and other matters relating to capital planning and allocation, including share repurchase programs

• providing risk oversight as set forth under the caption “Board’s Role in Risk Oversight” below

Bread Financial Holdings, Inc filed this DEF 14A on April 2, 2025.

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Date & Time:	Place:	Record Date:
Tuesday, May 13, 2025 9:00 a.m., Central Time	Via Webcast @ www.proxydocs.com/BFH	March 20, 2025

How to Vote:
You are cordially invited to attend the virtual meeting, but whether or not you expect to attend, we urge you to grant your proxy to vote your shares by telephone or through the Internet by following the instructions included on the Notice of Internet Availability of Proxy Materials that you received, or if you received a paper copy of the proxy card, to mark, date, sign and return the proxy card in the envelope provided. You may still vote electronically if you attend the virtual meeting, even if you have given your proxy (other than for shares held in the Bread Financial 401(k) Plan), subject to the requirement to provide a proof of legal proxy for shares held by brokers or other nominees.


		Items of Business

		01 \| ELECTION OF DIRECTORS

		02 \| ADVISORY VOTE ON EXECUTIVE COMPENSATION

		03 \| RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2025

		04 \| SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF


By order of the Board of Directors,

Joseph L. Motes III		April 2, 2025
Corporate Secretary		7500 Dallas Parkway, Suite 700 Plano, Texas 75024


Proxy Summary			i

Agenda and Voting Recommendations			1

Corporate Governance			2

Board of Directors and Committees			4

Director Selection Process			11

Board’s Role in Risk Oversight			14

Certain Relationships and Related Party Transactions			18

Investor Engagement			19

Commitment to Sustainability			25

Proposal 1: Election of Directors			31

Executive Officers			46

Compensation & Human Capital Committee Report			50



		Compensation Discussion and Analysis			51

		Named Executive Officers			51

		Company Highlights and 2024 Focus Areas			52

		Compensation Principles and Governance			59

		Compensation Programs			62

		Compensation Determination Process			77

		Compensation Policies and Practices			81

		Other Plans or Agreements Governing Executive Compensation			83


Director and Executive Officer Compensation			84

Security Ownership of Certain Beneficial Owners			102

Proposal 2: Advisory Vote on Executive Compensation			104

Audit Committee Report			105

Proposal 3: Ratification of the Selection of the Independent Registered Public Accounting Firm			106

Additional Information			109

Questions and Answers about the Proxy Process			109

Attending the Virtual Annual Meeting			115

Incorporation by Reference			116

Householding of Annual Meeting Materials			117

Other Matters			118

Forward-Looking Statements			118

Appendix A – Non-GAAP Financial Measures Reconciliation			A-1


85% OF LOANS SECURED THROUGH AT LEAST: 2026				9 OF 10 LARGEST PROGRAMS SECURED THROUGH AT LEAST: 2028

LOWERED DOUBLE LEVERAGE RATIO TO 105%, ACHIEVING TARGET OF: <115%				INCREASED COMMON EQUITY TIER 1 CAPITAL RATIO TO: 12.4%

INCREASED TANGIBLE BOOK VALUE PER COMMON SHARE* TO: $46.97				REPURCHASED NEARLY ALL OF OUR CONVERTIBLE NOTES: $306M (principal amount repurchased)

GREW CONSUMER DEPOSITS TO: $7.7B				CONSUMER DEPOSITS ACCOUNTED FOR: 43% of total funding


INDEPENDENCE		DIRECTOR TENURE		AGE DISTRIBUTION
Independent	9	0-4 years	3	<50 years	1



Non-Independent	1	5-9 years	5	50-60 years	1



NOMINEES WHO ARE DIVERSE BY RACE OR GENDER	5	10-14 years	1	61-75 years	8



		15+ years	1	Average Age: 65


		Average Director Tenure: 6.8 years


BOARD REFRESHMENT		BOARD AND COMMITTEE MEETINGS IN FISCAL 2024		DIRECTOR ELECTIONS

6	Number of New Directors in Last 5 Years	7	Full Board Meetings	ANNUAL Frequency of Board Elections

75	Mandatory Retirement Age	20	Audit Committee	MAJORITY Voting Standard for Uncontested Elections
		7	Compensation & Human Capital Committee	MAJORITY Voting Standard for Uncontested Elections

		4	Nominating & Corporate Governance Committee

		4	Risk & Technology Committee



		• Proxy access for stockholders • Majority voting for uncontested director elections • Responsive, active and ongoing stockholder engagement program		• Annual election of all directors • Stockholder right to call a special meeting • Annual advisory vote on executive compensation • No poison pill

		• Independent Chair of the Board of Directors • Annual Board and committee self-assessments • Periodic individual director assessments by independent third-party facilitator • All independent director nominees, except CEO • Independent directors regularly meet in executive sessions • Demonstrated commitment to Board refreshment, with 6 new directors in the last 5 years • Committed to ensuring director nominees represent a range of backgrounds, skills, experiences, perspectives and qualifications • Skills matrix-driven nominee selection and Board composition • Two female directors serve as Board committee chairs		• All financially literate Audit Committee members and multiple Audit Committee Financial Experts • Strong commitment to operating responsibly by integrating sustainability into our business strategy and operations • Mandatory retirement age of 75 years for directors • Robust director onboarding program • Significant stock ownership requirements for directors and executive officers • Prohibition on hedging, pledging and speculative trading of Company securities • Codes of Ethics for associates, directors and senior financial officers, with annual acknowledgment and training • Limitations on directors’ public company board and audit committee service

		• Active Board and committee oversight of the Company’s business plan, corporate strategy and risk management • Monitors the “tone at the top” and our workplace culture and values • Active Board engagement in managing talent and succession planning for executives • Periodic reports and presentations to Board and Audit and Risk & Technology committees focusing on cybersecurity and emerging technologies		• Annual dedicated Board retreat focused on corporate strategy • Risk & Technology Committee oversight of our enterprise risk management and enterprise technology functions • Nominating & Corporate Governance Committee oversight of sustainability-related matters • Compensation & Human Capital Committee oversight of human capital management strategies and initiatives


81% We contacted stockholders representing 81% of our shares		58% Holders of 58% of our shares responded and engaged

~170 Total number of equity investors we engaged with		~115 Total number of debt investors we engaged with



Stockholder Engagement Management and, where appropriate, directors engage with stockholders through various means, including investor meetings, conferences and our 2024 Investor Day. Below are certain key topics frequently discussed with our stockholders.	Other Stakeholder Engagement We actively seek the input of a broad range of stakeholders in advancing our business objectives. In 2024 we engaged with the stakeholders below to better understand their views and ensure we are prioritizing issues that are important to them and align with our long-term business success.	Commitment to Transparency We are committed to visibility and transparency into our business and to sharing our perspectives on matters of interest to our stakeholders. Below are certain examples of our commitment to transparency.
• Business strategy and outlook • Board composition and succession planning • Risk management • Sustainability • Corporate governance • Data privacy, cybersecurity and emerging technologies, including AI • Executive compensation, including response to our annual say-on-pay votes For more detail, see “Corporate Governance – Investor Engagement” (page 19) and “Compensation Discussion and Analysis – Say-On-Pay and Stockholder Engagement” (page 57).	• Associates • Brand partners • Customers • Debt investors • Regulators and government officials • Community and non-governmental organizations For more detail, see “Corporate Governance – Investor Engagement” (page 19).	• Financial reporting presentation and metrics now align more closely to bank holding company peers, allowing for greater comparability with many of our peers • Enhanced compensation disclosures • Annual Sustainability Report • Other disclosures addressing matters critical to stakeholders can be found on our website or as exhibits to our SEC filings, as applicable, including: • Human Rights Statement • Environmental Policy Statement • Codes of Ethics • Insider Trading Policy • Compensation Recoupment Policy • Supplier Code of Conduct • Political Contributions and Activity Policy


Committees		Primary Areas of Risk Oversight

Risk & Technology Committee		• provides oversight on our enterprise risk management framework, including significant enterprise risk management-related strategies, guidelines, policies and risk limits • provides oversight on our enterprise technology function, including governance, planning and strategy • evaluates risk information provided by our Chief Risk Officer and reports to the Board those material risks that might adversely affect the achievement of our strategic, financial, compliance, operational and enterprise objectives • reviews and approves the appointment and compensation, and annually evaluates the performance, of the Chief Risk Officer • monitors and evaluates trends and developments in technology, as well as industry trends, that may affect our strategic plans • reviews and assesses whether we are operating in accordance with our established risk appetite and assesses the alignment of our strategy and capital plans with our risk appetite statements • meets with senior executives and receives reports on risk topics, including, regulatory examination reports, enterprise technology, cybersecurity and physical security, privacy compliance, disaster recovery plans and procedures, operational risk, fraud management, and data-related risks • provides oversight on the Company’s compliance with applicable laws and regulations • reviews risk assessment and risk management governance and practices at our bank subsidiaries • provides oversight as set forth under the caption “Board Oversight of Information Security and Cybersecurity” below

Audit Committee		• provides oversight on risks relating to the Company’s financial statements, financial reporting and accounting processes and controls • provides oversight on our finance function, including annual operating budget, corporate debt and capital planning matters, including review of certain business and client contracts, M&A opportunities and share repurchase programs • reviews with management matters related to the effectiveness of the Company’s operational risk management control environment and the status of corrective actions • together with the Risk & Technology Committee, reviews the Company’s major financial risk exposures and management’s response to monitor and control such exposures, including financial risks relating to litigation or other legal, regulatory or compliance matters • together with the Risk & Technology Committee, reviews key guidelines and policies governing the Company’s significant processes for risk assessment and risk management

Compensation & Human Capital Committee		• provides oversight on risks related to compensation matters, including the design of our compensation programs to ensure they align the interests of participants with those of our stockholders and provide safeguards against and do not promote excessive risk-taking by program participants • approves performance targets and ranges in our annual and long-term incentive programs and the subsequent achievement of previously-approved performance targets • provides oversight on risks related to human capital management, including recruiting, retention and career development and management succession planning

Nominating & Corporate Governance Committee		• provides oversight on risks related to corporate governance, including governance matters that could impact the Company’s performance or reputation or that are of concern to stockholders, including board composition, board refreshment, director succession planning and corporate ethics • provides oversight on risks related to sustainability issues, including climate change and human rights


Contacted investors representing 81% of our common stock	Investors representing 58% of our common stock responded and engaged	Engaged with 170 discrete equity investors

Engaged with 115 discrete debt investors	CFO met with over 145 discrete equity investors	CEO met with over 75 discrete equity investors

Attended 22 industry conferences	Held 10 non-deal roadshows	Held 18 meetings with ratings agencies

Investors representing 44% of our common stock engaged on executive compensation issues	Held successful Investor Day in June 2024	Board Chair met with investors representing 20% of our common stock


PLANSPONSOR - 2024 Plan Sponsor of the Year Award for industry recognized excellence in our retirement plan offering and efforts to improve retirement outcomes for associates through a comprehensive overhaul of the 401(k) plan.		Newsweek’s America’s Greatest Workplaces for Parents & Families, highlighting our commitment to creating an environment that supports work-life balance and offers numerous benefits for caregivers, including backup child, elder care and fertility programs.		Gold-level recognition from the Healthy Business Council of Ohio for our commitment to supporting associate well-being through a variety of programs and resources.



		ACCOUNTING / AUDITING / RISK MANAGEMENT As a public company, our complex accounting and financial reporting functions are subject to a rigorous program of controls and procedures and our Board plays an important role in oversight of our robust audit and enterprise risk management organizations. Directors with experience in these areas are critical to evaluating and providing effective oversight of our consolidated financial statements and financial reporting and our management of the risks inherent in our business operations.						CORPORATE FINANCE / CAPITAL MANAGEMENT Our corporate finance activities include debt financing transactions, debt and equity market transactions and stock repurchase programs. We allocate capital in various ways to run our operations, grow our business and return value to stockholders. Director experience in these areas is important for effective oversight of our Company’s financial affairs and capital planning and management.


		BUSINESS OPERATIONS Our business is complex, employing approximately 6,000 associates worldwide and using sophisticated technologies to provide tech-forward payment, lending and saving solutions. Directors with “hands-on” experience developing and implementing operating plans and business strategies at companies with similarly sophisticated business operations have a practical understanding of how such organizations operate in increasingly sophisticated and disruptive competitive environments.						FINANCIAL EXPERTISE / LITERACY Our business involves complex financial transactions, accounting and reporting requirements. Directors with an understanding of finance and financial reporting processes are able to effectively monitor and assess our operating and strategic performance and ensure accurate financial reporting and robust controls. Substantially all of our nominees are financially literate and three of our nominees satisfy the “accounting or related financial management expertise” criteria set forth in the New York Stock Exchange listing standards.


		CEO / EXECUTIVE LEADERSHIP Executive leaders have an understanding of organizations and the drivers of individual and team growth and development. Directors with experience serving as a CEO or senior executive enhance the Board’s perspective of our organization’s operations and challenges.						HUMAN CAPITAL / COMPENSATION The success of our enterprise depends in part on our ability to attract, retain and develop top leaders and a high-performing workforce in markets that are highly competitive for available talent. Directors who have board-level experience with public company executive compensation and broad-based incentive planning, or who have managed or overseen the human resources/compensation function at an operating company help position our Company for success in these areas.


		CORPORATE GOVERNANCE / ETHICS We are an ethics-driven organization, and our Board – and in particular the Nominating & Corporate Governance Committee – provides a foundation for and oversight of our integrity-based culture. Our Board’s good governance practices and our Company’s focus on sustainability benefit from directors who are well-informed with respect to today’s dynamic governance and ethics environment and who have experience serving on the nominating & corporate governance or comparable committees of other boards.						INDEPENDENCE Independent directors are uniquely situated to provide unbiased oversight of our management and to work with our senior leaders to develop our Company’s strategic plans. Our Board currently consists of, and if all of the director nominees are elected at the annual meeting, will continue to consist exclusively of independent directors, other than our CEO. All directors currently serving on the Board’s standing committees are independent, and if all of the director nominees are elected at the annual meeting, each of those committees will continue to be populated exclusively by independent directors.



		TECHNOLOGY / CYBERSECURITY / PRIVACY Our tech-forward business depends on the effective use of complex technology systems, the safeguarding of data from cybersecurity risks and the protection and use of consumer data in accordance with applicable privacy regulations and good stewardship practices. Directors with experience implementing or overseeing sophisticated technology and technology strategies, the management and mitigation of cybersecurity and technology risks and compliance with privacy regulations help ensure proper risk management and oversight of these important drivers of our business.						MERGERS & ACQUISITIONS We have historically made acquisitions and dispositions and may continue to do so in the future. Board members with experience in material M&A transactions enhance the decision-making underlying strategic M&A activities and ensure informed oversight of the processes attendant to completing complex transactions.


		INTERNATIONAL OPERATIONS While our business operations are currently primarily operated in the United States, we have associates and offices in countries located outside of the United States, principally in India, and may continue to expand international operations in the future. The quality of our Board’s oversight and strategic guidance is enhanced by directors whose understanding of international business environments, economic conditions and cultures has been informed by service as a director or senior leader at one or more companies with international operations.						OTHER PUBLIC COMPANY BOARD EXPERIENCE Public companies must comply with a variety of complex accounting, disclosure and other compliance obligations, and public company boards have significant oversight and other duties. Directors with experience serving on the boards and board committees of other public companies understand public company reporting responsibilities, corporate governance trends and practices and other issues commonly faced by public companies, and have insight into board operations, board/management relations, agenda setting, succession planning and other board duties and activities. Our Corporate Governance Guidelines include limits on the number of other public company boards and audit committees on which our directors may serve.


		Committee Membership

Name	Independent	Audit	Compensation & HC	N&CG	Risk & Technology

Ralph J. Andretta

Roger H. Ballou (Chair)	●	●	●

John J. Fawcett	●	●		●

John C. Gerspach, Jr.	●	Chair			●

Praniti Lakhwara	●				●

Rajesh Natarajan	●			●	●

Joyce St. Clair	●		●		●

Timothy J. Theriault	●	●			Chair

Laurie A. Tucker	●		●	Chair

Sharen J. Turney	●		Chair	●


Age: 63		Ralph J. Andretta PRESIDENT \| CHIEF EXECUTIVE OFFICER \| DIRECTOR

		Biographical Information • Mr. Andretta’s biographic information appears under Proposal One: Election of Directors in this proxy statement.


Age: 59		Perry S. Beberman EXECUTIVE VICE PRESIDENT \| CHIEF FINANCIAL OFFICER

		Biographical Information • Joined Bread Financial as Executive Vice President and Chief Financial Officer in July 2021. • Served in various leadership roles with increasing responsibility at Bank of America from 2005 to June 2021, including as Senior Vice President and Finance Executive of Bank of America’s consumer and wealth management lending products from October 2019 to June 2021. • Joined Bank of America following its acquisition of MBNA in 2005, where he had spent more than 17 years in leadership roles with increasing responsibility. • Serves as a member of the Finance Committee, Governance Committee and Advisory Committee of Ronald McDonald House of Greater Delaware. • Director of Reach Riverside Corp., where he serves as the Treasurer and Chair of the Finance Committee and a member of the Executive Committee and Strategic Planning Committee. • Serves as a member of the Finance Committee of Christiana Care Health System. • Holds a Bachelor’s degree in business administration and an MBA from the University of Delaware.