The “independent” directors who are appointed to the Compensation Committee are also “non-employee” directors, as defined in Rule 16b-3(b)(3) under the Exchange Act. The Compensation Committee met eleven times in 2018.

Compliance Committee

The Compliance Committee’s primary responsibility is to oversee the Company’s efforts to comply with laws and regulations and related programs, policies and procedures, other than matters of financial reporting compliance which are the responsibility of the Audit Committee.

Among other things, the Compliance Committee assists the Board in its oversight function with respect to: (i) ensuring that the Company has an effective compliance program; (ii) monitoring regulatory risks and ensuring that there are appropriate policies, procedures and controls to address them; (iii) fostering good relationships with regulators; and (iv) identifying changes to laws, regulations and best practices that may require changes to compliance programs or business practices.

The current members of the Compliance Committee are Ms. Soranno Keating (Chair) and Messrs. Guthrie, Levine and Michelini. The Compliance Committee met three times in 2018.

Risk Committee

The Risk Committee’s primary responsibility is to oversee the development and implementation of the Company’s enterprise risk management program. The Risk Committee does this by, among other things: (i) overseeing the development and implementation of systems and processes designed to identify, manage and mitigate reasonably foreseeable material risks to the Company; (ii) assisting the Board and the other Board committees in fulfilling their oversight responsibilities for the risk management functions of the Company; and (iii) overseeing the development and implementation of appropriate enterprise-wide strategies and policies to identify, monitor, manage, control, timely report and mitigate material risks, including financial and non-financial, on and off-balance sheet, and current and contingent exposures.

The current members of the Risk Committee are Messrs. Mamik (Chair), Guthrie and Michelini. The Risk Committee met two times in 2018.

Executive Committee

The Executive Committee serves as an administrative committee of the Board to act upon and facilitate the consideration by senior management and the Board of certain high-level business and strategic matters. Our Executive Committee currently consists of Messrs. Shulman, Mamik and Michelini.

PROPOSAL 1:
ELECTION OF DIRECTORS

The terms of the Class III directors, consisting of Valerie Soranno Keating, Aneek S. Mamik and Richard A. Smith, will expire at the Annual Meeting. Each incumbent Class III director has been nominated by the Board to serve as a continuing director for a new three year term expiring at the 2022 Annual Meeting of Stockholders and until such director’s successor has been elected and qualified, or until such director’s earlier death, resignation or removal.

In connection with the closing of the Apollo-Värde Transaction (as defined below) on June 25, 2018, the size of the Board increased to nine directors (with three directors serving in each Class of the Board), three of the Company’s then current directors resigned from the Board and the Board then appointed six directors (Messrs. Mamik, Smith, Michelini, Becker and Sinensky and Ms. Soranno Keating) designated by the Acquisition Entity to fill the vacancies then existing on the Board. On September 8, 2018, Anahaita N. Kotval resigned and the Board appointed

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Douglas H. Shulman to fill the resulting vacancy. See “Certain Relationships and Related Party Transactions — Stockholders Agreement” and “—Apollo-Värde Transaction” below for more information. In determining whether to nominate each of the Class III directors for another term, the Board considered the factors discussed above under “Corporate Governance—Criteria and Procedures for Selection of Director Nominees” and concluded that each possesses the talents, backgrounds, perspectives, attributes and skills that will enable him or her to continue to provide valuable insights to Company management and play an important role in helping the Company achieve its goals and objectives. The age, principal occupation and certain other information for each director nominee and the continuing directors serving unexpired terms are set forth below. It is the general policy of the Company, as set forth in the Company’s Corporate Governance Guidelines, that no director having attained the age of 75 years will stand for re-election. The Board recommends a vote FOR the election of each of the nominees listed below for director. Class III Director Nominees—Terms expire in 2022 Aneek S. Mamik, age 40 Director of the Company since 2018; Chair of the Risk Committee and member of the Compensation, NCG and Executive Committees Mr. Mamik is a Senior Managing Director at Värde Partners, Inc. (a global investment management and advisory firm) (“Värde”) and is the head of Värde Financial Services for North America and Asia. He joined Värde in 2016. Prior to joining Värde, Mr. Mamik spent 15 years at General Electric, where he most recently led mergers and acquisitions for GE Capital Headquarters. He led the IPO and subsequent $20 billion stock split off of Synchrony Financial, the largest in history. Mr. Mamik pursued acquisitions globally as part of GE Capital’s expansion and led some of the largest transactions in specialty finance. While at GE Capital, Mr. Mamik also had senior executive experience in capital allocation, strategy and finance across consumer and commercial lending. Mr. Mamik serves on several boards including Fairstone Financial, Inc., CreditShop Holdings LLC and Deephaven Mortgage LLC. Mr. Mamik received a bachelor’s degree in accounting and a master’s in business from Monash University in Australia. He is qualified as a member of the Institute of Chartered Accountants in Australia. Mr. Mamik’s extensive experience in the consumer finance industry, private equity experience and familiarity with the Company led to Mr. Mamik’s nomination to the Board. 14 TABLE OF CONTENTS Richard A. Smith, age 65 Director of the Company since 2018; Chair of the NCG Committee and member of the Audit Committee Mr. Smith is the retired

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Chairman Chief Executive Officer and President of Realogy Holdings Corp. (“Realogy”), a global leader in residential real estate franchising with company-owned real estate brokerage operations as well as relocation, title and settlement services. Prior to his retirement in December 2017, Mr. Smith led Realogy’s business operations for 21 years. Under Mr. Smith’s leadership, Realogy was recognized as one of the World’s Most Ethical Companies by Ethisphere Institute for seven consecutive years. In 2012, the Company completed one of the largest initial public offerings of the year and in 2014, it acquired ZipRealty Inc. to leverage its innovative technology platform across Realogy’s franchise brands and company-owned brokerage operations in the United States. Mr. Smith is a former member of the Business Roundtable, an association of chief executive officers of leading U.S. companies, a former commissioner on the Bipartisan Policy Center’s Housing Commission and previously served on the executive committee of the Policy Advisory Board for Harvard University’s Joint Center for Housing Studies. Mr. Smith is a member of the board of directors of Total Systems Services, Inc, a NYSE-listed company headquartered in Columbus, Georgia. Mr. Smith earned his B.S. degree from Columbus State University and received his M.S. degree from Troy State University. Mr. Smith’s experience and success as a chief executive officer of a public company led to his nomination to the Board. Valerie Soranno Keating, age 55 Director of the Company since 2018; Chair of the Compliance Committee Ms. Soranno Keating has been senior advisor to a number of private equity firms in the U.S. and Europe since 2017. From November 2009 through May 2015, she was the Chief Executive Officer of Barclaycard, the global payments division of Barclays PLC (“Barclays”), with $60 billion in assets and over 30 million customers throughout the U.S., Europe and South Africa. Businesses in the Barclaycard portfolio included consumer credit, charge and prepaid cards, digital and in-store sales finance, commercial payments, online personal loans, online deposits, digital merchant offers, wearable payment devices and merchant acquisition. Before joining Barclays, Ms. Soranno Keating held a variety of executive positions at American Express Company from May 1993 through May 2009 including President Travelers Cheques & Prepaid Services, Executive Vice President Global Commercial Services, Executive Vice President Global Merchant Services, Emerging Global Businesses & Network Expansion and Vice President Corporate Strategic Planning. Prior to that, she was a management consultant at Kearney, Inc. from September 1985 through July 1991 and at the Amherst Group Limited from July 1991 through May 1993. Ms. Soranno Keating has served on a number of boards including American Express Incentive Services from June 2001 through July 2007, Travelers Cheques Associates Ltd. from June 2002 through July 2007, Junior Achievement International from January 2003 through June 2009, Harbor Payments, Inc. from May 2008 through June 2009, Barclays Bank of Delaware as Chairman of the Board from January 2010 through August 2015, Visa Europe from October 2011 through August 2015, Apexx Fintech Limited since July 2017, CPI Card Group Inc. since May 2018 and Engage People since August 2018. Ms. Soranno Keating holds a B.S. degree in business administration from Lehigh University. She brings to the Board over 20 years of experience in both executive and board roles across a broad spectrum of lending and payments and related businesses. Ms. Soranno Keating’s success as the Chief Executive Officer of Barclaycard, as well as her many years of experience in and knowledge of the consumer finance industry, led to Ms. Soranno Keating’s nomination to the Board. 15 TABLE OF CONTENTS Class II Directors—Terms expire in 2021 Marc E. Becker, age 46 Director of the Company since 2018 Mr. Becker joined Apollo Global Management, LLC (a global private equity firm) (“Apollo”) in 1996 and is a Senior Partner based in New York. Prior to joining Apollo, Mr. Becker was employed by Smith Barney Inc. within its Investment Banking division. Mr. Becker currently serves on the board of directors of ADT Inc. and Sun Country Airlines. Mr. Becker has previously served on the board of directors of Pinnacle Agricultural Holdings, LLC, Affinion Group Holdings, Inc., CEVA Holdings LLC, Vantium Management, L.P., Realogy Holdings Corp., SourceHOV Holdings, Inc., EVERTEC Group, LLC., Novitex Holdings, Inc. and Mount Sinai Children’s Center Foundation. Mr. Becker is actively involved in a number of non-profit organizations and serves as a board member of the TEAK Fellowship and Park Avenue Synagogue. Mr. Becker graduated cum laude with a B.S. in economics from the University of Pennsylvania’s Wharton School of Business. Mr. Becker’s vast and diverse array of experience serving on boards of directors, as well as his experience with customer-facing companies, led to Mr. Becker’s nomination to the Board. Matthew R. Michelini, age 37 Director of the Company since 2018; Chair of the Compensation Committee and member of the Compliance, Risk and Executive Committees Mr. Michelini is a Partner at Apollo, having joined Apollo in 2006. Prior to joining Apollo, Mr. Michelini was a member of the mergers and acquisitions group of Lazard Frères & Co. (a financial advisory and asset management firm) from 2004 to 2006. Mr. Michelini serves on the board of directors of AAM GP Ltd., Athene Holding Ltd., Aleris Corporation and Venerable Holdings, Inc. He previously served on the board of directors of Metals USA Holdings Corp., Noranda Aluminum Holding Corporation and Warrior Met Coal, Inc. Mr. Michelini graduated from Princeton University with a B.S. in mathematics and a certificate in finance and received his M.B.A. from Columbia University. Mr. Michelini’s experience in the consumer finance industry, extensive private equity experience and familiarity with the Company led to Mr. Michelini’s nomination to the Board. Douglas H. Shulman, age 52 Director of the Company since 2018; President and Chief Executive Officer; member of the Executive Committee Prior to becoming the Company’s President and Chief Executive Officer in September 2018, Mr. Shulman served as Senior Executive Vice President and Global Head of Client Service Delivery at BNY Mellon (a global investments company) since 2014. From 2013 to 2014, he was a Senior Advisor at McKinsey & Company and Senior Fellow at the Harvard Kennedy School Center for Business and Government. From 2008 to 2012, Mr. Shulman was the Commissioner of the Internal Revenue Service (the “IRS”). Prior to his time at the IRS, Mr. Shulman served as Vice Chairman of the Financial Industry Regulatory Authority (“FINRA”) from 2006 to 2008. Mr. Shulman also previously served as President of Markets, Services and Information as well as Executive Vice President of Corporate Development, Strategy & New Business Ventures at FINRA’s predecessor, the National Association of Securities Dealers, Inc. Mr. Shulman serves on the board of directors of the Depository Trust and Clearing Corp, Inc. and the New School. He was previously a director of Mantas Corporation, the World Federation of Exchanges, and was Chairman of the Organisation for Economic Co-operation and Development’s Forum on Tax Administration, the global body of tax authorities. Mr. Shulman holds a J.D. from 16 TABLE OF CONTENTS Georgetown University Law Center, a M.P.A. degree from the Kennedy School of Government at Harvard University and a B.A. degree from Williams College. Mr. Shulman’s experience in the financial services industry and government services led to Mr. Shulman’s nomination to the Board. Class I Directors—Terms expire in 2020 Jay N. Levine, age 57 Director of the Company since 2011; Chairman of the Board of Directors and member of the Compliance Committee Mr. Levine was appointed as Chairman of the Board in connection with the closing of the Apollo-Värde Transaction. He previously served as President and Chief Executive Officer of the Company from October 1, 2011 until September 8, 2018. Mr. Levine served as President and Chief Executive Officer and as a director of Capmark Financial Group Inc. (“Capmark”) (a commercial real estate finance company) from December 2008 until February 2011. On October 25, 2009, Capmark and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Capmark and certain of its subsidiaries emerged from bankruptcy on September 30, 2011. From 2000 to 2008, Mr. Levine served as President, Chief Executive Officer (Co-Chief Executive Officer from March 2000 until January 2007), and a member of the board of directors of Royal Bank of Scotland Global Banking & Markets, North America (a banking and financial services company), and Chief Executive Officer of its predecessor entity, RBS Greenwich Capital (a financial services company), with responsibility for the company’s institutional business in the United States. Previously, Mr. Levine was co-head of the Mortgage and Asset Backed Departments at RBS Greenwich Capital. Mr. Levine earned a B.A. in Economics from the University of California at Davis. Mr. Levine’s extensive experience in the financial industry and his previous experience as an executive officer and director of financial services companies allow him to provide the Board with a broad perspective of our industry and led the Board to conclude that he should serve as a director. Roy A. Guthrie, age 66 Director of the Company since 2012; Chair of the Audit Committee and member of the Compensation, Risk and Compliance Committees Mr. Guthrie was elected as a director in December 2012. Mr. Guthrie currently serves as Chairman of the Executive Committee of the Board of Directors of Renovate America Inc., a privately-held leading provider of Home Energy Renovation Opportunity (HERO) loans in the United States through Property Assessed Clean Energy (PACE) programs. He previously served as

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Executive Vice President and Chief Financial Officer of Discover Financial Services (“Discover”) (a direct banking and payment services company) from 2005 through April 2011. He retired from Discover in January 2012. Mr. Guthrie also previously served as a director of Discover Bank, a subsidiary of Discover, from 2006 through the end of 2011. Prior to joining Discover, Mr. Guthrie was President and Chief Executive Officer of CitiFinancial International, LTD, a consumer finance business of Citigroup Inc. (“Citigroup”) (a global banking institution), from 2000 to 2004. In addition, Mr. Guthrie served on Citigroup’s management committee during this period of time. Mr. Guthrie also served as the President and Chief Executive Officer of CitiCapital from 2000 to 2001. Mr. Guthrie served as Chief Financial Officer of Associates First Capital Corporation (a consumer finance lender) from 1996 to 2000, while it was a public company, and served as a member of its board of directors from 1998 to 2000. Prior to that, Mr. Guthrie served in various positions at Associates First Capital Corporation, including Corporate Controller from 1989 to 1996. 17 TABLE OF CONTENTS He has also served as a director and member of the Audit Committee of Nationstar Mortgage Holdings Inc. (a residential mortgage loan originator and servicer) and its successor by merger Mr. Cooper Group Inc. since February 2012. He also has served as a director and Chairman of the Risk Committee of Synchrony Financial (a private label credit card issuer) since July 2014. Mr. Guthrie also served as a director and Chairman of the Audit Committee of LifeLock, Inc. (an identity theft protection company) from October 2012 until February 2017, as a director of Student Loan Corporation from December 2010 until January 2012, as a director of Enova International, Inc. from January 2012 until July 2012, as a director of Bluestem Brands, Inc. from November 2010 until September 2014, as a director of Dell Bank International from September 2012 until September 2014 and as a director of Garrison Capital LLC from June 2011 until August 2015. He holds a B.A. in economics from Hanover College and an M.B.A. from Drake University. Mr. Guthrie’s experience as a chief financial officer of two publicly traded companies, his vast experience with and knowledge of the consumer finance industry, his experience and background in finance and accounting and his experience as a director and executive officer of publicly traded companies led the Board to conclude that he should serve as a director. Peter B. Sinensky, age 32 Director of the Company since 2018; member of the Audit and NCG Committees Mr. Sinensky joined the Private Equity division of Apollo in 2011. Prior to joining Apollo, Mr. Sinensky was a member of the Mergers and Acquisitions group at J.P. Morgan (a global financial services firm). He currently serves on the board of directors of New VAC Intermediate Holdings B.V. and Luminescence Coöperatief U.A. Mr. Sinensky graduated with high honors from the Kelley School of Business at Indiana University with a B.S. in Finance and Accounting. Mr. Sinensky’s experience in the consumer finance industry, extensive private equity experience and familiarity with the Company led to Mr. Sinensky’s nomination to the Board. 18 TABLE OF CONTENTS EXECUTIVE OFFICERS Executive officers are chosen by and serve at the discretion of the Board. Set forth below is information pertaining to our executive officers as of March 28, 2019: Name ​ ​ ​ ​ Rajive Chadha ​ ​ ​ 57 ​ ​ ​ Age Title Douglas H. Shulman 52 President and Chief Executive Officer John C. Anderson 60 Executive Vice President, Legal, Compliance and Operational Risk Micah R. Conrad* 47 Executive Vice President and Acting Chief Financial Officer Robert A. Hurzeler 57 Executive Vice President and Chief Operating Officer * Our former Executive Vice President and CFO, Scott T. Parker, resigned effective on March 26, 2019. Douglas H. Shulman Director, President and Chief Executive Officer Please see Mr. Shulman’s biographical information above under the heading “Proposal 1: Election of Directors – Class II Directors - Terms expire in 2021.” John C. Anderson Executive Vice President, Legal, Compliance and Operational Risk Mr. Anderson currently serves as Executive Vice President, Legal, Compliance and Operational Risk. He previously served as Executive Vice President, Capital Markets from October 2011 to February 2017. Mr. Anderson also served as General Counsel from May 2014 through November 2015. Prior to joining the Company, Mr. Anderson was Managing Director for RBS located in Stamford, Connecticut. Mr. Anderson’s last role at RBS was Managing Director in the Asset Backed and Principal Finance Department. Prior to that, Mr. Anderson held roles of increasing responsibilities for predecessor entities Greenwich Capital Markets, Inc. and RBS Greenwich Capital for more than 20 years. Micah R. Conrad Executive Vice President and Acting Chief Financial Officer Mr. Conrad was appointed as Acting Chief Financial Officer on March 26, 2019. Mr. Conrad has served as Executive Vice President of the Company since March 2017 and as Senior Vice President of the Company from November 2015 through March 2017. Prior to that, Mr. Conrad served as Chief Financial Officer of OneMain Financial Holdings, Inc. (a consumer finance lender) from 2013 until November 2015, when it was acquired by the Company (then known as Springleaf Holdings, Inc.) from CitiFinancial Credit Company. Before taking his position at OneMain Financial Holdings, Inc., Mr. Conrad was a managing director at Citigroup (a global banking institution) and served in a variety of senior finance roles within Citi Holdings, Global Wealth Management and Institutional Clients Group. Mr. Conrad also serves as a director, Executive Vice President and Chief Financial Officer of SFC. Robert Hurzeler Executive Vice President and Chief Operating Officer Mr. Hurzeler joined us in January 2014

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