OneMain Holdings, Inc. (NYSE:OMF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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OneMain Holdings, Inc. (NYSE:OMF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 25, 2019, the Board of Directors (the Board) of OneMain Holdings, Inc. (the Company) appointed Micah R. Conrad to serve as the Companys Chief Financial Officer, effective immediately. As previously disclosed, Mr. Conrad, age 47, has been serving as the Companys Acting Chief Financial Officer since March 26, 2019. In addition, Mr. Conrad has served as Executive Vice President of the Company since March 2017 and served as Senior Vice President of the Company from November 2015 through March 2017, during which period he served as head of the Companys Financial Planning and Analysis Group and reported directly to the Companys Chief Financial Officer. Prior to that, Mr. Conrad served as Chief Financial Officer of OneMain Financial Holdings, Inc. from 2013 until it was acquired by the Company in the OneMain acquisition from Citigroup on November 15, 2015. Mr. Conrad also serves as a director, Executive Vice President and Chief Financial Officer of Springleaf Finance Corporation, the Companys wholly-owned unsecured bond issuing subsidiary.
In consideration of his appointment as Chief Financial Officer of the Company, Mr. Conrad will receive an annual base salary of $450,000, retroactively effective as of March 26, 2019, and will be eligible for a 2019 annual award target of $1,850,000, with one-third payable in cash and one-third to be granted in restricted stock units (Annual RSUs) (in each case, subject to the achievement of certain performance goals established by the Compensation Committee of the Board (the Compensation Committee) relating to the 2019 performance period) and one-third to be granted in restricted stock units based on performance over the 2019-2021 performance period (Long-Term RSUs). The Annual RSUs vest annually over 2020, 2021 and 2022 and the Long-Term RSUs cliff vest after three years upon the attainment of annual financial and strategic objectives to be established by the Compensation Committee in its discretion over the 2019-2021 performance period. Mr. Conrad will also receive a one-time target cash bonus of $1.0 million payable in 2022, the payment of which will be contingent upon the satisfaction of certain metrics to be established by the Compensation Committee in its discretion, after considering the recommendation of the Chief Executive Officer of the Company, relating to the 2019-2021 performance period.
There are no family relationships between Mr. Conrad and any director or executive officer of the Company, and no related party transactions involving Mr. Conrad that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

A copy of the Companys press release issued April 26, 2019 announcing the appointment of Mr. Conrad as Chief Financial Officer is attached as Exhibit 99.1 hereto.
The information in the press release is being furnished, not filed, to this Item 7.01. Accordingly, the information in the press release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference therein. The furnishing of the information in this Current Report with respect to the press release is not intended to, and does not, constitute a determination or admission by the Company that the information in this Current Report with respect to the press release is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

OneMain Holdings, Inc. Exhibit
EX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 For Immediate Release:  ONEMAIN HOLDINGS ANNOUNCES APPOINTMENT OF MICAH CONRAD AS CHIEF FINANCIAL OFFICER NEW YORK – April 26,…
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About OneMain Holdings, Inc. (NYSE:OMF)

OneMain Holdings, Inc., formerly Springleaf Holdings, Inc., incorporated on August 5, 2013, is a financial services holding company. The Company provides responsible loan products; offers credit and non-credit insurance; pursues strategic acquisitions of loan portfolios, and pursues acquisitions of companies and/or establish joint ventures. The Company operates through three segments: Consumer and Insurance; Acquisitions and Servicing, and Real Estate. The Company’s subsidiaries include Springleaf Finance, Inc. (SFI) and Independence Holdings, LLC (Independence). SFI’s principal subsidiary is Springleaf Finance Corporation (SFC), and Independence’s principal subsidiary is OneMain Financial Holdings, LLC (OMFH). SFC and OMFH are financial services holding companies with subsidiaries engaged in the consumer finance and insurance businesses.