Onemain Holdings Inc

This management proposal asks shareholders to cast a non-binding advisory vote approving the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management frames this as a holistic approval of the overall executive compensation program, not any single element, and highlights that the program is designed to attract, motivate and retain executives while aligning pay with long-term performance through a mix of base salary, annual cash incentives tied to financial and strategic goals, and multi-year equity awards (PSUs and RSUs). The Compensation Committee redesigned the program in 2023 and implemented the full structure in 2024, and it uses measures such as Capital Generation, operating expense discipline, and new product/channel growth for annual and long‑term incentives with a Relative TSR modifier for PSUs. The Board emphasizes robust governance features—stock ownership guidelines, clawback policies, independent consultant review, and double-trigger CIC protections—to argue that compensation is aligned with shareholder interests. Although advisory and non-binding, the Board and Compensation Committee state they will consider the outcome when making future compensation decisions; historically the say-on-pay vote has received strong support (approximately 95% in 2023). Risk-mitigation features and multi-metric targets are intended to limit incentives for imprudent risk-taking. In recommending a FOR vote, the Board points to recent company performance metrics and pay-for-performance alignment (e.g., improved capital generation, net income growth and realized PSU payouts) as evidence the program is achieving its objectives. For an institutional evaluation, the proposal raises typical governance considerations: the efficacy of performance metrics (Capital Generation and Relative TSR), sensitivity to one-off items, and whether disclosures provide sufficient detail on target-setting and potential pay outcomes under varying scenarios.

This management proposal asks shareholders, on a non-binding basis, to indicate how often they would like the company to hold advisory votes on named executive officer compensation (options: one, two, or three years). The Board recommends an annual vote (one year), citing investor feedback and the advantage of more timely and regular input into executive pay decisions, particularly given the Company’s evolving business and compensation framework after recent redesigns. From an analytical perspective, annual votes provide quicker feedback loops and may increase transparency and accountability, but they also increase shareholder engagement costs and can produce more frequent public scrutiny of compensation decisions. The Board justifies the recommendation by noting that an annual cadence aligns with the company’s desire for ongoing dialogue with investors and the need for prompt assessment of pay policies in a changing business context. The proposal is advisory; the Board and Compensation Committee will consider the outcome but are not legally bound by it. For governance analysis, key considerations include how effectively the company responds to say-on-pay outcomes, whether the annual window materially improves investor communication and whether the Board’s commitment to consider vote outcomes is supported by concrete engagement practices. Institutional investors may weigh the benefit of more frequent oversight against the administrative burden, but given the Company’s recent changes to compensation structure and active engagement history, an annual frequency is defensible as a mechanism to secure timely investor feedback.

This proposal requests shareholder approval of the OneMain 2026 Omnibus Incentive Plan to replace the Prior Plan that will expire in May 2026, and would authorize a share reserve of 9,850,000 shares (subject to adjustments for certain recent Prior Plan awards) to support equity and cash awards to employees, directors, consultants and other eligible recipients. Management presents the Plan as necessary to preserve the company’s ability to grant competitive long‑term incentives that align management and employee interests with shareholder value while providing retention and performance incentives. The Plan includes investor-friendly governance features—no evergreen automatic increases to the share pool, prohibition on repricing options/SARs without shareholder approval, limitations on liberal share recycling, double-trigger change-in-control protections, clawback policy adherence, an annual non-employee director compensation cap, and a ten-year plan term—which management argues appropriately balance incentive needs against dilution risks. In evaluating the proposal, material factors include the proposed share pool size relative to historical burn rates (three-year average burn ~0.47%), the company’s stated practice of moderating equity usage, and the fully-diluted overhang estimates provided (approx. 9.5% assuming the Plan is approved). The Plan’s shareholder protections reduce some common concerns about dilution and option repricing, but investors may further scrutinize the share request, potential grant practices (mix of full-value awards vs. options), and how future PSU performance metrics will be set and disclosed. The Board’s recommendation FOR is supported by the view that the authorized share reserve is likely sufficient for ~10 years under current grant practices and that the Plan continues existing features such as double-trigger CIC vesting and performance-based PSUs tied to Capital Generation with a Relative TSR modifier, which aim to align pay and performance.