Sector: Financials
BREAD FINANCIAL HOLDINGS INC · Meeting: May 19, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
CEO and director since 2020; BFH's 3-year total return of +163.6% outperforms the compensation peer group median by +72.4 percentage points, well above the 65pp threshold required to trigger a vote against, and no overboarding, attendance, or independence concerns apply.
Independent director since 2024 (less than 24 months tenure) and therefore exempt from the stock performance trigger; brings strong financial services and CFO credentials with no overboarding or attendance concerns.
Independent director since 2020 with extensive banking and financial expertise; BFH's 3-year outperformance vs. the peer group (+72.4pp) does not trigger a vote against, and no overboarding, attendance, or independence issues are present.
Independent director since 2024 (less than 24 months tenure) and therefore exempt from the stock performance trigger; brings relevant technology and cybersecurity expertise with no overboarding or attendance concerns.
Independent director since 2020 with one outside public board seat (HealthEquity), well within the four-board limit; BFH's 3-year outperformance vs. peers does not trigger a vote against, and no attendance or independence concerns apply.
Independent director since 2023 (approximately 2.9 years tenure); BFH's strong 3-year outperformance vs. the peer group does not trigger a vote against, and no overboarding, attendance, or independence concerns apply.
Independent director since 2016 with no outside public board seats; BFH's 3-year outperformance vs. the peer group (+72.4pp) clears the 65pp strong-positive-TSR threshold comfortably, and no attendance or independence concerns are present.
Independent director since 2015 with one outside public board seat (Arrive AI Inc.), well within limits; BFH's 3-year outperformance vs. peers does not trigger a vote against, and no attendance or independence concerns apply.
Independent director since 2019 with one outside public board seat (Paycom Software), well within limits; BFH's 3-year outperformance vs. the peer group does not trigger a vote against, and no attendance or independence concerns are present.
All nine nominees receive a FOR vote. BFH's 3-year total return of +163.6% outperforms the company-disclosed compensation peer group median by +72.4 percentage points, which does not meet the 65pp threshold required to trigger a vote against any director under the strong-positive-TSR band. Two nominees (Fawcett and Lakhwara) joined in 2024 and are exempt from the TSR trigger under the 24-month new-director rule. The board is 89% independent with no overboarding, no attendance failures, a disclosed skills matrix, and qualified audit committee financial experts.
CEO
Ralph J. Andretta
Total Comp
$11,921,231
Prior Support
95%%
The prior say-on-pay vote received approximately 95% support, well above the 70% threshold that would require a response, and the company has continued to refine its program in line with shareholder feedback. The pay mix is heavily performance-oriented — 89% of CEO total pay is variable and at-risk, with 63% tied to multi-year performance metrics (return on tangible common equity, earnings per share, and a relative total shareholder return modifier), satisfying the policy requirement that at least 50-60% of senior executive pay be performance-based. BFH's 3-year total return of +163.6% substantially outperforms the peer group median of +91.2%, meaning above-benchmark incentive pay is supported by strong shareholder outcomes, and the company maintains a publicly disclosed compensation recoupment (clawback) policy consistent with post-Dodd-Frank requirements.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte & Touche LLP is a Big 4 firm appropriate for a $3.4 billion public company; auditor tenure is not disclosed in the provided filing text so the tenure trigger cannot fire per policy, and no fee data was provided in the filing excerpt so the non-audit fee ratio test cannot be applied — both tests default to FOR in the absence of confirmed data.
The 2026 Bread Financial Holdings annual meeting presents four proposals: election of nine directors, an advisory say-on-pay vote, approval of a new employee stock purchase plan, and ratification of Deloitte as auditor. All standard governance proposals — director elections, say-on-pay, and auditor ratification — receive FOR votes, supported by BFH's exceptional 3-year total return that outperforms its peer group by over 72 percentage points, a pay program that is 89% variable for the CEO, and 95% prior-year say-on-pay support.
16 companies disclosed in 2026 proxy filing
