April 6, 2020 Dear Stockholders: On behalf of the Board of Directors, I am pleased to invite you to attend our 2020 Annual Meeting of Stockholders, which will be held on May 19, 2020 at 1:00 p.m. local time, at our corporate headquarters located at 601 NW Second Street, Evansville, Indiana 47708* (the “Annual Meeting”). Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying materials. Whether or not you attend the meeting in person, it is important that your shares be represented and voted. In addition to voting in person, stockholders may vote via a toll-free telephone number or over the Internet. Stockholders who request a paper copy of the Proxy Statement and Combined Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report”) by mail may also vote by completing, signing, and mailing the enclosed proxy card promptly in the return envelope provided. You can, of course, vote in person at the meeting, but you are encouraged to send in the proxy card, or vote online or by telephone, to ensure your vote is counted should you be unable to attend for any reason. You may revoke your proxy and vote in person at the meeting if you choose to do so. Sincerely, Douglas H. Shulman President & Chief Executive Officer IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 19, 2020: This Notice of Annual Meeting and Proxy Statement and the 2019 Annual Report are available on the Internet at www.proxyvote.com. * Please note the caution regarding possible alternative arrangements for the Annual Meeting in the Notice of the 2020 Annual Meeting of Stockholders. ONEMAIN HOLDINGS, INC. 601 NW Second Street Evansville, Indiana 47708 April 6, 2020 NOTICE OF THE 2020 ANNUAL MEETING OF STOCKHOLDERS Date and Time: May 19, 2020 1:00 p.m., local time Place: 601 NW Second Street Evansville, Indiana 47708* Meeting Agenda: 1. To elect three Class I directors, Jay N. Levine, Roy A. Guthrie, and Peter B. Sinensky, to serve until the 2023 Annual Meeting and until such director’s successor has been elected and qualified, or until such director’s earlier death, resignation, or removal. 2. To approve, on an advisory basis, the Company’s named executive officer compensation. 3. To approve, on an advisory basis, the frequency of future advisory votes to approve named executive officer compensation. 4. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for OneMain Holdings, Inc. for the year ending December 31, 2020. 5. Such other business properly brought before the meeting or any adjournments or postponements thereof. Record Date: In order to vote, you must have been a stockholder at the close of business on March 26, 2020. Voting by Proxy: It is important that your shares be represented at the meeting. Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and to complete, date, and sign your proxy or voting instruction card and return it promptly or vote your shares by telephone or by Internet, as described on the proxy card. You may revoke your proxy and vote in person at the meeting if you choose to do so. By order of the Board of Directors, Jack R. Erkilla Senior Vice President, Deputy General Counsel & Secretary * We are actively monitoring the public health and travel safety concerns relating to the evolving COVID-19 situation and the advisories or mandates that federal, state, and local governments, and related agencies, may issue. In the event we determine that it is not possible or advisable to hold our annual meeting as currently planned, we will publicly announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting in a different location or solely by means of remote communication (i.e., a virtual-only annual meeting). If you are planning to attend our annual meeting, please check the Investor Relations section of our website, which can be accessed at http://investor.onemainfinancial.com, prior to the meeting date for any updated information. TABLE OF CONTENTS PROXY STATEMENT ....................................................... 1 GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING ........... 1 What is the purpose of this Proxy Statement? ...................................... 1 Who pays the cost of soliciting proxies? .......................................... 1 How is the Company distributing proxy materials? ................................... 1 When and where will the Annual Meeting be held? ................................... 1 What is the structure of our Board of Directors? .................................... 2 What matters will the stockholders vote on at the meeting? ............................. 2 What are the Board’s voting recommendations? ..................................... 2 Who may vote at the meeting? ................................................. 2 How do I vote? ........................................................... 2 What is householding? ...................................................... 3 What is the difference between a stockholder of record and a beneficial owner of shares held in “street name”? .......................................................... 3 What is the effect of abstentions and broker “non-votes”? .............................. 3 Can I change my voting instructions before the meeting? ............................... 3 Is my vote confidential? ...................................................... 3 How many votes do I have? ................................................... 3 Who will tabulate and count the votes? ........................................... 4 How many shares of stock are eligible to vote at the Annual Meeting? ..................... 4 How many shares must be present to hold the Annual Meeting? .......................... 4 How many votes are required to elect directors and adopt other proposals? .................. 4 How do I attend the Annual Meeting? ........................................... 4 Where can I find the voting results of the Annual Meeting? ............................. 5 CORPORATE GOVERNANCE ................................................ 6 Governing Documents ...................................................... 6 Corporate Governance Guidelines .............................................. 6 Codes of Conduct ......................................................... 6 Board Leadership Structure ................................................... 6 Board’s Role in Risk Oversight ................................................ 6 Independent Directors ...................................................... 7 Environmental, Social, and Governance Responsibility ................................ 7 Board, Committee, and Annual Meeting Attendance ................................. 10 Presiding Non-Management Director and Executive Sessions ........................... 10 Communications with the Board of Directors ...................................... 10 Communications with the Audit Committee ....................................... 10 Criteria and Procedures for Selection of Director Nominees ............................ 10 BOARD OF DIRECTORS .................................................... 12 Committees of the Board of Directors ........................................... 12 PROPOSAL 1: ELECTION OF DIRECTORS ...................................... 15 Class I Director Nominees — Terms expire in 2023 .................................. 15 Class II Directors — Terms expire in 2021 ......................................... 16 Class III Directors — Terms expire in 2022 ........................................ 17 EXECUTIVE OFFICERS ..................................................... 19 EXECUTIVE COMPENSATION ............................................... 21 Compensation Committee Report .............................................. 21 Compensation Discussion and Analysis .......................................... 21 Summary Compensation Table for 2019........................................... 35 Grants of Plan-Based Awards for 2019 ........................................... 37 Outstanding Equity Awards at Fiscal Year-End for 2019 ............................... 39 Pension Benefits for 2019 .................................................... 42 Nonqualified Deferred Compensation for 2019 ..................................... 42 Potential Payments Upon Termination or Change-In-Control for 2019 ..................... 43 Pay Ratio Disclosure ....................................................... 45 Independent Director Compensation ............................................ 45 Director Compensation Table for 2019 ........................................... 46 Letter Agreement with Our Chairman of the Board .................................. 47 Compensation Committee Interlocks and Insider Participation .......................... 47 Equity Compensation Plan Information .......................................... 48 PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION ........................................................ 49 PROPOSAL 3: ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION .............................. 50 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ................ 51 Apollo-Värde Transaction .................................................... 51 Amended and Restated Stockholders