Bread Financial (BFH) Proxy filing summary

Executive summary

• Achieved strong operating and financial results in 2025, with net income up 87% and EPS up 98%.

• Returned significant capital to stockholders via $310M in share repurchases and a 10% dividend increase.

• Enhanced balance sheet through debt reduction, refinancing, and new subordinated debt and preferred stock issuances.

• Recognized for responsible business practices, including multiple awards for trustworthiness and workplace excellence.

• Board Chair Roger H. Ballou to retire; John C. Gerspach, Jr. nominated as new Chair.

Voting matters and shareholder proposals

• Election of nine directors for one-year terms.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the 2026 Employee Stock Purchase Plan.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board comprises nine nominees, eight of whom are independent; average tenure 5.8 years.

• Board refreshment ongoing, with seven new directors added in the last seven years.

• Annual board and committee self-assessments, robust onboarding, and director education.

• Proxy access, majority voting, annual elections, and no poison pill in place.

• Board succession planning and mandatory retirement age of 75.