Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) As set forth in the Compensation Discussion and Analysis section in the proxy statement for the 2020 annual meeting of stockholders of Alliance Data Systems Corporation (the "Company"), the objectives of the Company's executive compensation are to attract and retain top executive talent, to reward executive talent for meeting performance objectives and to align the interests of executives with stockholders. Consistent with these objectives, the compensation committee of the Company's board of directors considered the strategic direction of new executive leadership in addition to the impact of the COVID-19 pandemic on the Company's operations and, on August 14, 2020, determined that it was in the best interests of the Company and stockholders to adopt a new balanced scorecard design for annual performance-based non-equity incentive compensation, or IC, for all associates whose pay includes this component, including certain named executive officers. These balanced scorecards will be tailored to each line of business and encompass a range of both financial and non-financial metrics attributable to three categories, to include stockholders, customers and employees, with weightings appropriate for each executive officer as applicable. Target amounts for non-equity incentive plan compensation for each of Mr. King, Mr. Motes, Ms. Santillan and Mr. Chesnut will remain at 100%, 100%, 50% and 50% of their base salaries, respectively.

As previously disclosed, IC for Mr. Andretta, who was appointed president and chief executive officer effective February 3, 2020, remains as set forth in his offer letter for 2020 with a target payout percentage at 150% of his annualized base salary with 20% linked to strategic and operational objectives established by the board and 80% at the board's discretion in early 2021. Mr. Horn, who first announced his intention to retire from the Company in 2018 and served as acting chief executive officer pending Mr. Andretta's appointment and continues to serve as executive vice president and senior advisor with a focus on international operations, operating efficiencies and strategic initiatives, will be eligible for IC up to 200% of his base salary based on achievement of certain objective and subjective criteria as determined by the compensation committee; Mr. Horn received no long term equity incentive compensation in 2020.

No changes were made to long-term equity incentive compensation.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.   Document Description

 104           Cover Page Interactive Data File (embedded within the Inline XBRL document).

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