Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
New Director Election
On January 27, 2022, the Board of Directors (the "Board") of OneMain Holdings,
Inc. (the "Company") elected Toos N. Daruvala to serve as an independent
director on the Board, effective February 14, 2022 (the "Appointment Date"). Mr.
Daruvala was elected a Class II director of the Board and will serve until the
Company's 2024 annual meeting of shareholders and until his successor is duly
elected and qualified or until his earlier death, resignation or removal. The
Board appointed Mr. Daruvala as a member of the Compliance and Risk Committees,
effective on the Appointment Date.
Mr. Daruvala is a Senior Partner Emeritus of McKinsey & Company ("McKinsey"). He
joined McKinsey in 1983, was elected Senior Partner in 1995, and retired from
the firm in 2015. At McKinsey, Mr. Daruvala led the Americas Risk Management
Practice, the Americas Banking and Securities Practice and the build-out of
McKinsey's global Risk Advanced Analytics capability. Over the course of his
career, he worked with financial services institutions on a broad range of
strategic and operational matters. From 2016 to 2021, he was co-Chief Executive
Officer of MIO Partners.
Mr. Daruvala currently serves on the Board of the Royal Bank of Canada and is
the Chairman of the Risk Committee. He holds seats on a number of other boards,
including MIO Partners, the Advisory Board of the Ross School of Business at the
University of Michigan and the Board of the New York Philharmonic. He is an
adjunct professor and Executive-in-Residence at Columbia Business School.
Mr. Daruvala holds an MBA from the University of Michigan and a Bachelor of
Technology in Electrical Engineering from the Indian Institute of Technology.
In accordance with the Company's non-employee director compensation program for
2022, Mr. Daruvala will receive an annual cash retainer of $75,000 for service
on the Board, $10,000 each for service on the Compliance and Risk Committees,
and a grant of restricted stock units with an approximate value of $140,000 for
his Board service, pro-rated in each case based on the number of days of his
Board service in 2022. The foregoing is consistent with our non-employee
director compensation program as described in our annual proxy statement filed
with the Securities and Exchange Commission on April 13, 2021 (the "Proxy
Statement"), and Mr. Daruvala will continue to participate in such program in
future years. Mr. Daruvala is subject to our Director Stock Ownership Policy and
is eligible to participate in our director deferral election program, in each
case as described in our Proxy Statement.
Mr. Daruvala will enter into an indemnification agreement, effective as of the
Appointment Date, pursuant to which the Company will indemnify him for certain
actions taken in his capacity as a director of the Company, the form of which
was filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on June 25, 2018. There are no
transactions between Mr. Daruvala and the Company that would require disclosure
under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
A copy of the Company's press release announcing the election of Mr. Daruvala to
the Board is attached as Exhibit 99.1 hereto. The Company continues to consider
potential additional independent directors to serve on the Board.
The information in the press release is being furnished, not filed, pursuant 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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release of OneMain Holdings, Inc., issued January 27, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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ONEMAIN HOLDINGS, INC. 
