OneMain : 2024 Supplemental Report

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

June 12, 2024

9:30 a.m. Central Time 601 NW Second Street Evansville, Indiana 47708

Table of Contents

Message to Our Stockholders

Notice of the 2024 Annual Meeting of Stockholders

Proxy Summary

2023 Performance Overview

Stockholder Engagement

Board and Governance

Executive Compensation

Our Impact

Voting Overview

Corporate Governance

Proposal 1 - Election of Directors

The Board of Directors

Board Responsibilities

Board Structure

Board and Governance Practices

Certain Relationships and Related Party

Transactions

Director Compensation

Executive Officers

Executive Compensation

Compensation Discussion and Analysis

Company Achievements and Executive

Compensation Overview

2023 Compensation Elements

1. Employee Benefits and Other

	Compensation	44
	How We Make Compensation Decisions	45
ii	Compensation Committee Report	48
1	Executive Compensation Tables	49
CEO Pay Ratio	58
1	Pay Versus Performance	59
2	Audit Committee Matters	62
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3 Proposal 2 - Ratification of Appointment of

4	Independent Auditors	62
	Audit Committee Policies and Procedures	62

6 Independent Registered Public Accounting

	Firm Fees and Services	63
7	Audit Committee Report	63
7	Information about Stock Ownership	65
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17 Persons Owning More than 5% of OneMain

22	Stock	65
26	OneMain Stock Beneficially Owned by
Officers and Directors	67
28	Equity Compensation Plan Information	68
30	Additional Information	69
32	Questions and Answers on the Annual
33	Meeting and Voting	69
33	Appendix A - Non-GAAP Financial Measures
and Key Performance Indicators	A-1
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Message to Our Stockholders

April 26, 2024

Dear fellow stockholders:

We are pleased to invite you to attend our 2024 Annual Meeting of Stockholders, which will be held on June 12, 2024 at 9:30 a.m. Central Time, at our offices located at 601 NW Second Street, Evansville, Indiana 47708 (the "Annual Meeting"). Details regarding the business to be conducted at the Annual Meeting, proxy voting and other information about how to participate are more fully described in this proxy statement.

Your vote is important to us. Whether or not you are planning to attend the Annual Meeting, we encourage you to read our proxy statement and annual report in their entirety prior to the Annual Meeting, and request that you support our voting recommendations.

In 2023, we further advanced our mission to improve the financial well-being of hardworking Americans and demonstrate why we are the lender of choice for the nonprime consumer. We provided responsible lending solutions to help make brighter financial futures possible with transparent, affordable products delivered through a flexible omni-channel platform. We navigated through a complex macroeconomic environment, securing our competitive positioning through superior management of credit and continued development of new products to drive profitable growth in future years.

Our resilient business model is built upon decades of experience in the nonprime space, unparalleled credit and balance sheet management, and a nationwide branch network enhanced by digital and central capabilities. As reflected in this year's results, our approach enabled us to deliver on our commitment to serving our customers and producing strong results for our shareholders. Our continued focus on strengthening the core business and advancing our strategic priorities has resulted in outperformance relative to the NYSE Composite Index, the NYSE Financial Sector Index, and our peers over the last three and five years. A key driver of these returns has been our strong capital generation, which allows us to both fund profitable growth and return significant amounts of capital to shareholders.

We remain committed to engaging with, and listening to, our shareholders. As described in this proxy statement, in 2023 we continued to evolve our governance, executive compensation, and corporate impact practices to reflect our evolution as a public company and the feedback that we receive from shareholders.

Our approach to corporate impact in 2023 was a natural extension of our mission to support our customers, team members, and communities. We expanded our benefits and programs designed to support team members, and our commitment to being an employer of choice was recognized externally with our certification as a Most Loved Workplace® for the second year in a row by the Best Practice Institute. At the same time, we continued to provide Trim by OneMain, our money-saving and financial wellness platform to all customers free of charge. We also grew our free financial education program, Credit Worthy by OneMain Financial, to reach over 275,000 high school students in over 3,400 mostly low-to-moderate income schools by year end, teaching students the importance of managing credit and establishing positive financial habits as they are about to apply for student loans or enter their first jobs.

We look forward to continuing to deliver value to our customers, shareholders, and other stakeholders. On behalf of the entire Board, we thank you for your investment in OneMain and the confidence you place in our Board, management team, and team members.

Doug Shulman	Roy A. Guthrie
Chairman and Chief Executive Officer	Lead Independent Director

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Notice of the 2024 Annual Meeting of Stockholders

Date and Time	June 12, 2024
	9:30 a.m. Central Time
Place	601 NW Second Street,
	Evansville, Indiana 47708
Meeting Agenda	To elect three Class II directors, Philip L. Bronner, Toos N. Daruvala and Douglas H.
	Shulman, to serve until the 2027 Annual Meeting and until such director's successor
	has been elected and qualified, or until such director's earlier death, resignation or
	removal.
	To ratify the appointment of PricewaterhouseCoopers LLP as the independent
	registered public accounting firm for OneMain Holdings, Inc. for the year ending
	December 31, 2024.
	Such other business as may be properly brought before the meeting or any
	adjournments or postponements thereof.
Record Date	To vote, you must have been a stockholder at the close of business on April 17, 2024.
Voting Options	You have three options for submitting your vote before the Annual Meeting:
	• Internet, through computer or mobile device such as a tablet or smartphone;
	• Telephone; or
	• Mail.

Please vote as soon as possible, even if you plan to attend the Annual Meeting.

By order of the Board of Directors,

Lily Fu Claffee

Chief Legal Officer & Corporate Secretary

April 26, 2023

We have provided you with this Notice of the 2024 Annual Meeting of Stockholders and proxy statement because the Board of Directors of OneMain Holdings, Inc. (the "Company" or "OneMain") is soliciting your proxy to vote at the Company's Annual Meeting of Stockholders to be held on June 12, 2024.

This proxy statement contains information about the items to be voted upon at the Annual Meeting and information about the Company. Instructions on how to access this proxy statement and our 2023 Annual Report to Stockholders (the "2023 Annual Report") on the Internet or paper copies of this proxy statement and the 2023 Annual Report are first being sent or given to stockholders on or about April 26, 2024.

This proxy statement refers to certain other reports, documents and websites, including the Company's website, which shall not be deemed to form part of, or to be incorporated by reference into, this proxy statement.

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Proxy Summary

2023 Performance Overview

7% Managed	$641 million
Receivables	Net Income
Growth*	Generated
$12.9 billion	$794 million
Originations	Capital Generated*
Grew	$551 million
customers by	Capital Returned
15% to 3.0	$4.6 billion
million
accounts	Funding Raised
~$1.1 billion	Announced
acquisition of
New Products &	Foursight Capital,
Distribution	with its ~$900
Channel
Receivables	million auto loan
	portfolio and platform

Certified as One of America's Most Loved Workplaces® by the Best Practice Institute

Named a

Morningstar

Sustainalytics

ESG Industry

Top Rated

Company in 2023

Distributed free digital financial education to more than 3,400 high schools and 275,000 students nationwide since inception

• Refer to Appendix A for a description of non-GAAP financial measures and key performance indicators and a reconciliation of such measures to the most directly comparable measures calculated under GAAP.

Capital Allocation Framework:

Invest in business and portfolio growth

Provide predictable regular dividend that can continue through a stressed environment

Make share repurchases a regular part of capital return

• Quarterly dividend of $1.00 per share for dividend declared on February 7, 2024 ($4.00 per share annualized)
• $1 billion, 3-year share repurchase authorization
• Repurchased ~1.7 million shares in 2023 for $65 million

"Our resilient business model and progress against strategic initiatives positions us well to capitalize on significant growth and expansion opportunities, provide new products and services to customers, and deliver long-term value to stockholders."

Doug Shulman

Chairman and Chief Executive

Officer

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Stockholder Engagement

We maintain a robust year-round stockholder engagement program to understand stockholder perspectives and priorities including with respect to key corporate governance matters. Recent engagements have focused on the evolution of our Board, governance practices, compensation program, and impact-related practices and disclosures since the exit of our primary private equity owner from our stock in 2021. We have sought investor input on the actions we have taken and have received positive feedback. There remains a consistent view among our stockholders that we continue to progress our governance practices, and that it would be appropriate to incorporate changes over time.

Since our 2023 Annual Meeting of Stockholders, we reached out to and engaged with the following:

Total Stockholder Outreach	Total Stockholder Engagement
51%	21%
of shares outstanding	of shares outstanding

Key topics discussed with our investors included:

• Our differentiated business strategy
• Evolution of our corporate governance practices following the change in our stockholder base
• Our continued focus on Board composition, including director skillsets and diversity
• Enhancements to our executive compensation program effective for this year
• Corporate impact, with a focus on areas for increased disclosure

Board and Governance

Board Composition

						>7
						years
			≤ 50 years	1			1		<4
3	63%		51-60 years			3	6
			3	years
	Overall		61-69 years		2		Year
				Average
	Diversity	5				4-7
	≥ 70 years		2	Tenure
				61 years		years	4
			Average Age

Core Director Qualifications and Experience

The Nominating and Corporate Governance Committee, in conjunction with the full Board, takes into consideration a number of factors and criteria when reviewing candidates for nomination to the Board. We prioritize the regular review of our overall Board composition to ensure our directors, both individually and collectively, represent the skills, experiences and backgrounds most suited to effectively oversee management and the Company. The following highlights certain qualifications and experiences currently reflected on our Board and relevant to OneMain's current profile and strategic needs.

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Accounting and Auditing

Consumer Finance

Corporate Governance and Responsibility

Finance and Capital Markets

Government, Legal and Regulatory

Human Capital Management

Public Company Board Experience

Risk Management

Senior Executive Leadership

Technology and Innovation

6 out of 8 directors

8 out of 8 directors

6 out of 8 directors

8 out of 8 directors

4 out of 8 directors

5 out of 8 directors

5 out of 8 directors

7 out of 8 directors

8 out of 8 directors

5 out of 8 directors

See Proposal 1 for additional information about nominees and continuing directors.

Evolution of Governance Practices

Our Board believes that strong corporate governance practices are important to ensuring effective oversight. As OneMain continues to evolve, we have taken the following steps to enhance our governance framework:

• Amended our Bylaws (the "Bylaws") to provide for majority voting standard in uncontested director elections
• Enhanced Board-related disclosures, including expanding director biographies, providing data on board diversity and disclosing a comprehensive director-specific skills matrix with definitions of each skill
• Since 2021 we have refreshed our Board with three new independent members who bring relevant perspectives and expertise and add to overall Board diversity
• Enhanced the scope of responsibilities of our Lead Independent Director to reflect current practices
• Enhanced our annual Board evaluation process
• Expanded cyber-related disclosures, including amending the Risk Committee charter to highlight oversight of cybersecurity, information security and data privacy
• Formalized Board oversight of policies and practices relating to impact by amending the Nominating and Corporate Governance Committee charter

Executive Compensation

Following a review of our compensation practices, the Compensation Committee redesigned our compensation program with enhancements effective for 2023, which better reflect our current business and short- and long-term strategic objectives, as well as the broader economic environment. These enhancements were also informed by discussions with our stockholders, and as part of our review of practices given the evolution of our stockholder base following the exit of our primary private equity owner from our stock. The realigned compensation program, which was described in last year's proxy statement, was designed to reduce the need for the Compensation Committee to make adjustments outside of the core program, is more in line with market practices, and supports our objective to retain and attract key talent. Enhancements to the program include:

• Decreasing the number of financial performance metrics and realigning metric weightings in our annual incentive program

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• Placing a greater emphasis on long-term equity to reduce reliance on periodic one-time awards
• Simplifying the structure by no longer granting restricted stock units ("RSUs") as a component of the annual incentive program, which better aligns to market and peer practice
• Changing the timing of the grant date of RSUs such that they will be granted at the beginning of the three-year vesting period
• Adding relative total stockholder return ("TSR") as an upward or downward modifier within the performance-based restricted stock unit ("PSU") portion of our long-term program
• Eliminating the payment of dividend equivalents on unvested PSUs

See "Compensation Discussion and Analysis" for more information about the enhancements made to the program.

Our Impact

We have made progress on our impact journey over the last several years, specifically regarding our teams, customers, communities and the environment. Accomplishments and highlights from the last year include:

Our Teams

• Certified as a Most Loved Workplace® by the Best Practice Institute (BPI) for the second year in a row
• Established employee network groups aligned to OneMain's diverse affinity groups
• Amplified our benefit offerings related to our four pillars of wellness - physical, financial, mental and social/family - including developing a new Family Building Benefits Guide and producing a retirement guide for those planning retirement
• Continued our career development programs for women and people of color, namely our Women's Leadership Development Program and the Diverse Leaders Program, as well as development programs focused on group mentoring and executive presentation skills
• Promoted our Days of Inclusion, a series focused on diversity and inclusion, hosting events that feature senior leaders from our Company and our community partners
• Ensured that all corporate and central sites have team members who have completed CPR and use of automated external defibrillator training

Our Customers

• Offered Trim by OneMain, our money-saving and financial wellness platform, to all of our customers free of charge
• Continued to promptly resolve customer complaints and to propose solutions to prevent future similar complaints through our Executive Office of Customer Care team
• Through credit card offerings BrightWay and BrightWay+1, continued to provide a digital-first platform that met the needs of a growing number of users

Our Communities

• Reached over 275,000 students in 3,400 mostly low-to-moderate income high schools since inception with free, digital financial education through Credit Worthy by OneMain Financial
• Assisted students in Oregon, Wisconsin and Washington state in meeting new financial education requirements, through the assistance of Credit Worthy by OneMain Financial

1 BrightWay® is a registered trademark of OneMain Financial Holdings, LLC. The BrightWay credit card is issued by WebBank.

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