Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 7, 2021, the Compensation Committee (the "Committee") of the Board
of Directors of OneMain Holdings, Inc. (the "Company") granted one-time awards
of 75,000 restricted stock units ("RSU Awards") to each of Rajive Chadha, the
Company's Executive Vice President and Chief Operating Officer, and Micah R.
Conrad, the Company's Executive Vice President and Chief Financial Officer. The
RSU Awards are structured such that 50% of the RSU Awards (the
"Performance-Based Units") will vest based on the Company's total shareholder
return ("TSR"). The Performance-Based Units have a seven-year performance
period, with 50% of the Performance-Based Units vesting at an absolute TSR of
80%, 100% of the Performance-Based Units vesting at an absolute TSR of 100%, and
150% of the Performance-Based Units vesting at an absolute TSR of 120%. The
Performance-Based Units include a 10% annual reduction in the target
Performance-Based Units for each year the tranche is achieved following year
five of the seven-year performance period. The remaining 50% of the RSU Awards
vest in 25% annual increments over a four-year period, subject to each
executive's continued employment through the applicable vesting date.
The Company believes that these RSU Awards will effectively incentivize Messrs.
Chadha and Conrad to achieve shareholder value creation as the Company moves to
its next phase of growth.
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