Admission

Important Notice Regarding Admission to the 20222023 Virtual Annual Meeting of Stockholders:

As part of our continuing precautions regarding the COVID-19 pandemic and after careful consideration, theThe meeting will be held in a virtual format only via webcast. There will not be a physical meeting location.on Tuesday, May 16, 2023 at 9:00 a.m. Central Time. Stockholders or their legal proxy holders who wish to attend the Annual Meeting of Stockholders may register in advance at www. proxydocs.com/www.proxydocs.com/BFH and enter the control number on their proxy card, Notice of Internet Availability of Proxy Materials or instructions accompanying their proxy materials previously received. See additional instructions for admission and attendance on page 108 ofunder the heading “Attending the Virtual Annual Meeting” below in this proxy statement. This year’s meeting will be held exclusively online; we are not holding an in-person meeting. Stockholders will be able to attend, vote and submit questions (both before, and during a portion of, the meeting) virtually.

The Notice of Internet Availability of Proxy Materials or, if requested, a printed copy of the Proxy Materials, was first mailed on or about April 13, 20225, 2023 to all stockholders of record as of March 31, 2022.23, 2023.

Proxy

Summary

This summary highlights certain information about Bread Financial, including our core practices, business highlights, corporate governance, ESG strategy and compensation program. Stockholders are encouraged to read our entire Proxy Statement and 20212022 Annual Report carefully before voting.

Items of Business

01 | ELECTION OF DIRECTORS

The Board of Directors recommends that stockholders vote FOR the election of each of the nominees.

02 | ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Board of Directors recommends that stockholders vote FOR the compensation paid to our named executive officers as disclosed in this proxy statement.

03 | APPROVAL ADVISORY VOTE ON THE FREQUENCY OF 2022 OMNIBUS INCENTIVE PLANFUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

The Board of Directors recommends that stockholders vote FOR the approval of the 2022 Omnibus Incentive Plan.to hold future advisory votes to approve executive compensation every ONE YEAR.

04 | RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors recommends that stockholders vote FOR the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for 2022.2023.

Bread Financial

20212022 Business Highlights & Awards

NET INCOME(from continuing operations)   $797M223M				REVENUE(from continuing operations)   $3.3B3.8B
WOMEN LEADERSSENIOR LEADERS*   43%44%				COMMUNITY INVESTMENTS   $5.5M9.0M
Completed the spinoff of Loyalty Ventures Inc., improving capital ratios and reducing our leverage as we paid off $750 million of debt and reduced goodwill by $700 million

Forbes Best Employers for Diversity                                  Newsweek’s Most Responsible Companies
		Bloomberg Gender Equality Index				Stevie Award forRecognized as a Top 3 Contact Center of the Year, Bronze winnerin North America by Benchmark Portal
FinTech Breakthrough Awards – Best Consumer Payments Platform				Recognized by the Women’s Forum of New York for commitment to gender equality						16th consecutive year Customer Care Centers Benchmark Portal Certified American Banker’s Most Influential Women in Payments – Val Greer, EVP and Chief Commercial Officer

20222023 Director Nominees

µ  Chair    ●  Member

As previously disclosed, Karin J. Kimbrough, a director since 2021, has decided not to stand for re-election and therefore her term as a director and as a member of the Compensation & Human Capital Committee and Risk Committee will expire at the 2023 annual meeting.

Director Nominees Snapshot

INDEPENDENCE

DIRECTOR TENURE

AGE DISTRIBUTION

DIVERSITY

Independent

6

0-4 years

4

<50 years

0

Female

28.5%

Not-Independent

1

5-9 years

2

50-60 years

1

National Diversity

14%

10-14 years

0

61-75 years

6

Ethnic Diversity

14%

15+ years*

1

Average Age:    64

Director Self-Identification of Race/Ethnicity:

1 Asian 0 Black 0 Hispanic or Latinx 6 White

Average Director Tenure: 7 years

EXPERIENCE/QUALIFICATIONS/SKILLS/ATTRIBUTES

Accounting / Auditing / Risk Management

Corporate Finance / Capital Management

7/7

3/7

Business Operations

Financial Expertise / Literacy

7/7

7/7

CEO / Executive Leadership

Human Capital / Compensation

7/7

6/7

Corporate Governance / Ethics

Independence

4/7

6/7

IT / Cybersecurity / Privacy

Mergers & Acquisitions

6/7

3/7

International Operations

Other Public Company Board Experience

7/7

5/7

		Relevant Industry Experience
				7/7

				Bread Financial  |  2023 Proxy Statement		v

Corporate Governance Highlights

Corporate governance at Bread Financial is designed to promote the diverse priorities and interests of all of our stakeholders, strengthen Board and management accountability and foster responsible decision-making. Information onA few of our corporate governance begins on page 2, and a few highlights are set forth in the table below.below, and more detail can be found in the “Corporate Governance” section of this proxy statement.

ESG Highlights

Our Board of Directors is committed to sustainability, including integrating ESG principles into our business strategy in ways that optimize opportunities to make positive impacts while advancing long-term financial and reputational goals. In 2021, our Board approved an enhanced and modernized ESG strategy intended to drive additional progress on initiatives that promote sustainability, diversity, equity & inclusion, and increased transparency in our disclosures. Our revamped ESG strategy aligns with the broader transformation of our business and focuses on the following five tenets.

ESG Highlights

Our Board of Directors is committed to integrating Environmental, Social and Governance (ESG) principles throughout our business in ways that optimize opportunities to make positive impacts while advancing long-term financial and reputational goals. Our Board-approved strategy is intended to drive additional progress on initiatives that promote sustainability, diversity, equity & inclusion (DE&I), and increased transparency in our disclosures.

Information onregarding our Commitment to Sustainability begins on page 21, and a few highlights of our 20212022 accomplishments as they align with the tenets of our ESG framework are set forth below.

Financial WellbeingManaging our Business Responsibly

DE&I and Associate EngagementEmpowering Our Customers

EnvironmentalEngaging Our Associates

HowProtecting Our Planet

Creating Possibilities for Our Communities

Compensation Program Supports Our Business StrategyGoals & Responsiveness

Our executive compensation program supports our business strategy by properly incentivizing and rewarding our executives for performance, aligning our executives’ interests with the long-term interests of our stockholders, and allowing us to attract, retain and motivate the highest level of executive talent to guide our business and successfully execute our long-term strategy. This is achievedWe seek to achieve these goals by linking individual pay with the Company’s performance on a diverse set of measures as well as financial and strategic goals.

The total direct compensation of our named executive officers (“NEOs”)(NEOs) is heavily weighted towards variable, at-risk compensation that is tied to performance, with 85% of our CEO’s total pay at risk and 77% of our other NEOs’ average total pay at risk. The 20212022 performance-based component of our CEO’s and our other NEOs’ compensation comprised 60%61% and 55%60%, respectively, of such executive officers’ total direct compensation.

20212022 CEO PAY MIX(1)		20212022 AVERAGE NAMED EXECUTIVE PAY MIX(1)

OurAt our 2022 annual meeting of stockholders, we received approximately 83% approval for the “say-on-pay” advisory vote on the compensation of our NEOs. We value the input of our stockholders and their advisors and, in recent years, in response to that feedback, the Compensation & Human Capital Committee has made significant improvements to our executive compensation program, is discussed in detail underpractices and disclosures. The changes aim to enhance the Compensation Discussionperformance-driven compensation structure, further align our executive compensation practices with best practices and Analysis sectionprinciples and enhance the transparency of this proxy statement, beginning on page 43.our disclosures, which changes include the following:

Table of

Contents

Agenda

& Voting

Recommendations

Corporate

Governance

Overview

Corporate governance at Bread Financial is designed to promote the diverse priorities and interests of all of our stakeholders, strengthen Board and management accountability and foster responsible decision-making. Just as we are committed to delivering sustainable financial performance, we remain considerate of the material risks and opportunities involved in delivering value to our stockholders, brand partners, customers, vendors, associates and communities. Following a long tradition of sound governance, our Board of Directors continues to develop, support and oversee the implementation of sustainable, stakeholder-centric practices consistent with the evolving governance environment, our stakeholders’ expectations, and the commitments we have made to them.

Corporate Governance Highlights

		• Focus on global growth and long-term success through integrity, ethical decision-making and transparency   • Emphasis on the secure and responsible use of data, responsible lending practices and an unwavering commitment to service   • Promote financial wellness of our customers, brand partners, associates and communities • Firm commitment to diversity, equity and inclusion (“DE&I”)&I   • Responsive, active and ongoing stockholder engagement		• Investment in the long-term vitality of our communities through programs and initiatives that make a measurable impact   • Respect for the environment through sustainable operations and investments in global conservation efforts   • Prioritizing workforce healthContinue with a flexible workplace model by providing associates with in-person, hybrid and safety in response to COVID-19 withremote work from homeoptions based on organization and hybrid options for substantially all associatesassociate needs
		• Proxy access   • Majority voting for uncontested director elections   • Declassified Board of Directors		• Annual election of directors   • Stockholder right to call a special meeting
		• Independent Chair of the Board of Directors   • Annual Board and committee self-assessments   • All independent director nominees, except CEO   • Independent directors frequently meet in executive session   • Diverse and highly-skilled Board   • Demonstrated commitment to Board refreshment and Board diversity   • Committed to seeking women and underrepresented minority candidates to include in every pool from which Board nominees are chosen   • Skills matrix-driven nominee selection and Board composition   • Two female directors serve as Board committee chairs		• 96% attendanceDirectors attended at 2021least 75% of 2022 Board and committee meetings   • All financially literate Audit Committee members and two Audit Committee Financial Experts   • Strong commitment to Environmental, Social and Governance (“ESG”)ESG matters and sustainability   • Mandatory retirement age of 75 years for directors   • Comprehensive director onboarding program   • Prohibition on hedging, pledging, puts, calls, other derivative securities and short sales   • Significant stock ownership requirements for directors and executive officers
		• Active Board and committee oversight of the Company’s business plan, corporate strategy and risk management   • Monitors the “tone at the top” and our workplace culture and values   • Active Board engagement in managing talent and long-term succession planning for executives   • Periodic reports and presentations to Board and Audit and Risk committees focusing on cybersecurity		• Annual dedicated Board meeting focused on corporate strategy   • Separate Risk Committee of the Board to assist with risk oversight responsibilities   • Nominating & Corporate Governance Committee oversight of ESG matters   • Compensation & Human Capital Committee oversight of human capital management strategies and DE&I initiatives

Board Leadership

Board of Directors and Committees

Executive Sessions

We regularly conclude our Board meetings with executive sessions. In most instances, either the Board chair or the CEO leads the Board in a director-only executive session. After the CEO leaves the meeting, the Board chair then leads the non-management members of the Board in an executive session. Each committee meeting may also conclude, at the election of such committee members, with an executive session. At the conclusion of each quarterly meeting of the Audit Committee, Mr. Gerspach, the committee chair, typically leads an executive session during which the Chief Financial Officer, the Vice President of Global Audit and representatives of the independent registered public accounting firm may each meet separately with the committee. The Risk Committee may also elect to meet in executive session, and at quarterly meetings typically meets with the Chief Risk Officer in executive session apart from management. The Compensation & Human Capital Committee meets in executive session to discuss compensation matters regarding the CEO. The Board and each of its standing committees meet in executive session to review and discuss the results of their respective annual self-assessments.

Annual Board and Committee Evaluations

Our Board conducts an annual evaluation of the Board and its committees, which is administered and overseen by the Nominating & Corporate Governance Committee. As part of the Board evaluation, each director completes a written questionnaire on an anonymous, unattributed basis that is designed to assess the Board’s performance and to solicit feedback for improving Board effectiveness. Directors consider various topics related to Board composition, structure, effectiveness and responsibilities, as well as the overall mix of skills, experience, diversity and backgrounds represented on the Board. In addition, each Board committee conducts a similar evaluation to assess committee performance and effectiveness, the results of which are reviewed by the respective committees in executive session and reported to the Board. The Board meets in executive session to discuss the evaluation results, including input received from the committees. Following such discussion, the Board takes action, either directly or with the assistance of management, to implement changes as appropriate to address feedback and any areas of concern identified in the evaluation process.

Director Selection Process

Identification, Evaluation and Selection of Candidates for Nomination to the Board of Directors

Board Refreshment

Our Board has maintained an active and successful Board refreshment process, nominating 5 new independent directors in the last 5 years, increasing the Board’s diversity and providing it with a strong mix of experience, skills and backgrounds.

Stockholder Recommendations and Nominations of Director Candidates

Director Succession and Retirement Policy

Director succession planning is also a focus of the Nominating & Corporate Governance Committee with an emphasis on striking a balance between board refreshment and the need for new or additional skill sets with maintaining the institutional knowledge about our business and operating history. Our Corporate Governance Guidelines provide for a mandatory retirement age of 75, but allow directors turning 75 to complete their term. Our guidelines also allow our Board of Directors to nominate for re-election a director who has surpassed the age of 75 if it is in the best interests of the Company and its stockholders. The average age of our director nominees standing for election at this year’s annual meeting of stockholders is 62,64, and no nominee is near the mandatory retirement age at this time.

Board’s Role in Risk Oversight

Our Board of Directors, as a whole and through its committees, maintains responsibility for the oversight of risk management, while our management is responsible for the day-to-day resolution of risks our Company faces. Our Board exercises this oversight both directly and indirectly through its four standing committees, each of which is delegated responsibility for risks within their respective areas of oversight. Our Board receives reports from each of the committees regarding topics discussed at committee meetings, including the areas of risk they oversee. On at least an annual basis, our Board reviews our long-term strategic plans, including discussion of strategic, operational and competitive risks.

The chart below provides an overview of the allocation of risk management responsibilities among each of the Board committees.

Board Oversight of Data Privacy and Information Security, Including Cybersecurity

Data Privacy

Information Security, including Cybersecurity

Management Oversight of Risk

Director Independence

Certain Relationships and Related Party Transactions

Stockholder Engagement

Stockholder engagement remains an important part of our corporate governance practices and is essential to our ongoing business transformation.

Our Board and management value the insights, opinions and feedback of our stockholders. In addition to regularly engaging in dialogue with stockholders through quarterly earnings calls, investor meetings and conferences and other communication channels, we also proactively engage with our stockholders throughout the year to discuss matters relevant to our business. This engagement allows us to provide visibility and transparency into our business and share our perspectives on issues that are important to our stockholders and to better understand their views and expectations and answer any questions they may have. Stockholder interactions most frequently involve our CEO, CFO and/or investor relations team, but other members of management, including our General Counsel and executive compensation team, as well as the Chairman of our Board, also met with our stockholders in 2022. Our Board receives updates throughout the year from our investor relations team and management on our stockholder engagement and feedback received from stockholders and investors. We use the information and viewpoints gathered in our discussions with stockholders to help inform our priorities and strategies in the relevant areas.

20212022 Engagement

We significantly increasedcontinued to increase our stockholder engagement in 2021,2022, demonstrating our continuedongoing commitment to transparency and our desire to engage in two-way dialogue with our investors.

Perception Studies