DEF 14A of World Acceptance Corp, Jul 17, 2023

DEF 14A of World Acceptance Corp

Filed Jul 17, 2023 · FY20230000108385-23-000039

Open on EDGAR

  1. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the seven (7) director candidates for whom individual biographies are presented below for election at the Annual Meeting. Unless you select “withhold” or “for all except” (and specify the nominee(s) for whom you do not intend to vote) on your proxy card, the proxy holders will vote your shares “FOR” each of the seven nominees for director listed below. Although we expect that each of the nominees for director will be available for election, if any vacancy in the slate of nominees occurs, we expect that shares of common stock represented by proxies will be voted for the election of a substitute nominee or nominees recommended by the Nominating and Corporate Governance Committee and approved by the Board. There are no family relationships among the directors, director nominees, and executive officers of the Company. The table below sets forth the names, ages, term in office, committee assignments, and biographical information of the nominees for director. Included with each nominee’s biography is a description of the qualifications, experience, attributes and skills of that nominee that led the Board to conclude that each nominee is well qualified to serve as a director. Our Board has determined that all of the nominees, except for R. Chad Prashad who serves as our current President and Chief Executive Officer, are “independent” within the meaning of The NASDAQ Stock Market LLC (“NASDAQ”) listing standards and our Governance Policy.

  2. Required Vote and Recommendation

    Required Vote and Recommendation Assuming the existence of a quorum, directors are elected by a plurality of the votes cast, which means that the seven director nominees who receive the greatest number of “for” votes will be elected. Our Articles of Incorporation provide that cumulative voting is not available in the election of directors. You may vote “for,” “for all except” or “withhold” your vote with respect to the election of directors. Votes indicated as “withheld” and “broker non-votes” will not be deemed cast for nominees and will have no effect on the outcome of the election (other than with respect to the majority voting policy contained in our Governance Policy (See "Corporate Governance-Director Resignation Policy," below)). THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH NOMINEE FOR DIRECTOR.

  3. Required Vote and Recommendation

    | Ken R. Bramlett, Jr. (Independent) | | | Director Since: 1993 Age: 64 Committees: Audit and Compliance Compensation and Stock Option (Chair) Nominating and Corporate Governance | Mr. Bramlett has served as Chairman of the Board since September 2015. He has been a private investor since 2010. Previously, he served as senior vice president and general counsel for COMSYS IT Partners, Inc., a public company, which operated in the information technology services industry, from January 1, 2006 until it was sold in April 2010. In 2005, Mr. Bramlett was a partner with Kennedy Covington Lobdell & Hickman, LLP, a Charlotte, North Carolina law firm. From 1996 to 2004, Mr. Bramlett served in a number of capacities for Venturi Partners, Inc. (formerly known as Personnel Group of America, Inc.), an information technology and personnel staffing services company, including general counsel and on two separate occasions chief financial officer. He also served as a director of that company from August 1997 to January 2001. Prior to October 1996, Mr. Bramlett was an attorney with Robinson, Bradshaw & Hinson, P.A., a Charlotte, North Carolina law firm, for 12 years. Mr. Bramlett holds a Bachelor of Arts Degree in Philosophy from Wake Forest University and a Juris Doctor (Law) Degree from the University of North Carolina at Chapel Hill. Other Directorships include: •A Brand Company, LLC (fka Bluegrass Ltd.), 2011 to 2020, chair from 2017 to 2020 •Charlotte Wine & Food Weekend, Inc., Director from 1995 to 2015; chair in 2005 and 2006 The Board believes that Mr. Bramlett provides the Board with: •Leadership experience •Legal experience •Risk Management and oversight experience •Finance experience •Corporate governance experience •General business experience |

  4. Required Vote and Recommendation

    | R. Chad Prashad | | | Director Since: 2018 Age: 43 Committees: None | Mr. Prashad has served as the Company's President and Chief Executive Officer since June 2018. He served as Senior Vice President and Chief Strategy and Analytics Officer from February 2018 to June 2018 and as Vice President of Analytics from June 2014 to February 2018. Previously, Mr. Prashad served as Senior Director of Strategy Development for Resurgent Capital Services from 2013 to 2014 and Director of Legal Strategy for Resurgent Capital Services, a consumer debt managing and servicing company, from 2009 to 2013. Mr. Prashad holds a Bachelor of Arts in Political Science and dual major Bachelor of Science in Business Administration and Economics from Presbyterian College and a Master of Arts in Economics from Clemson University. Other Directorships: •The Family Effect, Director since 2018 •American Financial Services Association (AFSA), Director since 2018 •Presbyterian College, Trustee since 2022 •Build Carolina, Director since 2022 •National CASA-GAL Association for Children, Director Since 2022 •Fostering Great Ideas, Director Emeritus, Director 2013-2021, serving as chairman in 2015 and 2016 The Board believes that Mr. Prashad provides the Board with: •Leadership and executive management experience •Strategic management experience •Finance experience •Data and analytics experience •Corporate governance experience |

  5. Required Vote and Recommendation

    | Scott J. Vassalluzzo (Independent) | | | Director Since: 2011 Age: 51 Committees: Compensation and Stock Option Nominating and Corporate Governance (Chair) | Mr. Vassalluzzo is a Managing Member of Prescott General Partners LLC (“PGP”), an investment adviser registered with the U.S. Securities and Exchange Commission (the “SEC”). PGP serves as the general partner of three private investment limited partnerships, including Prescott Associates L.P. (together, the “Prescott Partnerships”). Mr. Vassalluzzo joined the Prescott Organization in 1998 as an equity analyst, became a general partner of the Prescott Partnerships in 2000, and transitioned to Managing Member of PGP following Prescott’s reorganization in January 2012. Prior to 1998, Mr. Vassalluzzo worked in public accounting at Coopers & Lybrand (now PricewaterhouseCoopers LLP). The Prescott Partnerships have been shareholders of the Company for 30 years. Mr. Vassalluzzo holds a Bachelor of Science Degree in Accounting from Pennsylvania State University and a Master of Business Administration Degree from Columbia University. Other Directorships include: •Credit Acceptance Corporation, Director since 2007 •Cimpress, NV, Director since 2015, including serving as chairman of its compensation committee The Board believes that Mr. Vassalluzzo provides the Board with: •Leadership experience •Risk Management and oversight experience •Finance experience •Corporate governance experience •General business experience |

  6. Required Vote and Recommendation

    | Charles D. Way (Independent) | | | Director Since: 1991 Age: 70 Committees: Audit and Compliance (Chair) Compensation and Stock Option | Mr. Way is currently a private investor following an extensive career at Ryan’s Restaurant Group, Inc., a publicly traded restaurant company that was acquired by Buffets, Inc. in 2006. While at Ryan’s, he served as Chief Executive Officer from 1989 to 2006, President from 1988 to 2004, Executive Vice President from 1986 to 1988, Vice President and Chief Financial Officer from 1981 to 1986, Treasurer and Secretary from 1981 to 1988, and Controller from 1979 to 1981. He holds a Bachelor of Science Degree in Accounting from Clemson University. Other Directorships include: •Ryan’s Restaurant Group, Director 1981 to 2006; chairman from 1992 to 2006 The Board believes that Mr. Way provides the Board with: •Leadership experience •Risk Management and oversight experience •Finance experience •Corporate governance experience •General business experience |

  7. Required Vote and Recommendation

    | Darrell E. Whitaker (Independent) | | | Director Since: 2008 Age: 65 Committees: Audit and Compliance Nominating and Corporate Governance | Mr. Whitaker has been the President and Chief Operating Officer of IMI Resort Holdings, Inc., a real estate brokerage firm, since 2004. Before joining IMI, Mr. Whitaker served as the Chief Operating Officer and Vice President of Finance and Corporate Secretary of The Cliffs Communities, Inc., a developer of high-end resort communities. He joined The Cliffs Communities, Inc. in July 1998 as Chief Financial Officer, a position he held until becoming Chief Operating Officer in August 2001. In addition, he has held executive management positions with other publicly traded companies, such as Ryan’s Family Steak House, Inc., Baby Superstores, Inc., and Food Lion, Inc. He holds a Bachelor of Science Degree in Business Administration from the University of South Carolina Upstate and was voted the most outstanding alumnus from the school of business in 1994. In addition, Mr. Whitaker is a licensed real estate broker in the states of South Carolina and Georgia, has been a licensed CPA in the state of South Carolina since 2001, and holds a chartered global management accountant designation. The Board believes that Mr. Whitaker provides the Board with: •Leadership experience •Risk Management and oversight experience •Finance experience •Corporate governance experience •General business experience |

  8. Required Vote and Recommendation

    | Elizabeth R. Neuhoff (Independent) | | | Director Since: 2021 Age: 53 Committees: Compensation and Stock Option | Ms. Neuhoff served as President and CEO of Neuhoff Communications, an award-winning, privately held broadcast and digital media company from 2012 to 2022. Previously, she served in a number of capacities at INTEREP, an independent national media marketing firm from 1993 to 2005 including as Executive Vice President. Ms. Neuhoff holds a Bachelor of Arts degree from the University of Oklahoma. Other Directorships and Affiliations include: •Focus Financial (FOCS), Director since 2022 (Audit Committee) •Zip’s Car Wash, Director since 2021 •West Best Mutual Insurance Company, Director since 2015 •Gray Television, Director from 2015 to 2019 •National Association of Broadcasters, Second Vice President, 2015 to 2018 •Women Corporate Directors, Member, 2015 to Present •Young President’s Organization, Member, since 2013 •International Women’s Forum, Member, since 2013 •Alliance for Women in Media, NY, Member, since 2012 The Board believes that Ms. Neuhoff provides the Board with: •Leadership experience •Risk Management and oversight experience •Finance experience •Corporate governance experience •General business experience |

  9. Required Vote and Recommendation

    | Benjamin E. Robinson III (Independent) | | | Director Since: 2021 Age: 59 Committees: Audit and Compliance | Mr. Robinson served as Chief Administrative Officer at Taylor Strategy, a sports and entertainment PR firm from 2020 to 2022, where he was responsible for oversight of critical operational and strategic functions. He also served several capacities at Prudential Financial between 2010 and 2015 including as Senior Vice President, Chief Administrative Officer, Prudential Annuities from 2010 to 2015. Prior to that, he held several executive roles at Bank of America from 2002 to 2010 as well as at Mastercard where he was CEO of Mastercard Cardholder Solutions and Chief Privacy Officer, Mastercard International from 1997 to 2002. Mr. Robinson also served as a Lieutenant and public affairs officer for the US Navy Reserve, a member of the Federal Reserve Board Consumer Advisory Council and as a congressional advisor to the US House of Representatives Committee on Banking, Finance and Urban Affairs. Mr. Robinson holds a Doctorate in Public Policy: Banking and Finance from Union Graduate School, a Master of Arts in Public Policy from Trinity College, and a Bachelor of Arts degree from Bates College. Other Directorships and Affiliations include: •Bottomline Technologies, Director, 2016 to 2022 •Bates College, Board of Trustees since 2022 •Johnson & Wales University, School of Business, College Chair, 2016 to 2021 •William Penn Charter School, Board of Trustees since 2002 •Providence Day School, Chair, Board of Trustees 2008 to 2018 •Federal Reserve System, Consumer Advisory Council 2003 to 2005 •Pfeiffer University, Member Board of Trustees, Vice Chair 2007 to 2015 The Board believes that Mr. Robinson provides the Board with: •Leadership experience •Risk Management and oversight experience •Finance experience •Corporate governance experience •General business experience |

  10. Objectives of the Fiscal 2023 Executive Compensation Program

    Objectives of the Fiscal 2023 Executive Compensation Program The Company’s fiscal 2023 executive compensation program was intended to (i) provide competitive compensation to attract and retain highly talented executives; (ii) align the interests of executives and shareholders; and (iii) motivate executives to achieve and surpass the long-term goals of the Company to increase shareholder value. The Company’s program sought to create a collegial atmosphere that encourages executives to cooperate toward the achievement of goals that benefit the Company and shareholders as a whole, while at the same time rewarding each executive’s individual contributions to the Company. The Compensation and Stock Option Committee believes that a portion of an executive’s total compensation should be in the form of variable and performance-based compensation enhancing shareholder value. The Compensation and Stock Option Committee believes that earnings per share is the most important indicator of shareholder value. Accordingly, performance-based compensation generally is earned based on the achievement of earnings per share targets. The Compensation and Stock Option Committee believes that earnings per share as a measure of performance is important to shareholders because it allows shareholders to compare the returns we earn by investing capital in our core business with the return they could expect if we returned capital to shareholders and they invested in other securities. In October 2018, the Company established a six-year, Long-Term Incentive Plan, which provides executives the opportunity to earn above average compensation for performance exceeding the Company’s earnings per share goals and encourages retention through service-based equity awards. The Compensation and Stock Option Committee believes that the grant of equity compensation awards to executives appropriately aligns their compensation with the interests of shareholders and provides executives with an incentive to promote shareholder value. In addition, the Compensation and Stock Option Committee believes that the Long-Term Incentive Plan will encourage intra- and inter- department asset allocation decisions for the long-term growth of the Company's revenue and earnings and foster increased efficiency throughout the Company. Stock price performance is typically not a factor in setting annual compensation because the price of the Company’s stock is subject to a variety of factors outside of management’s control, such as historically low trading volumes and high volatility in the stock price. As previously disclosed, the Compensation and Stock Option Committee and the Board reexamined any potential effects that the Company's historic annual bonus plan could have on the management team’s long-term strategy and motivations. The Compensation and Stock Option Committee and the Board determined that a reorientation of management's focus away from annual bonus targets and towards longer-term strategic planning was in the best interests of the Company and its shareholders and thus terminated the Executive Incentive Plan effective April 1, 2019. The Compensation and Stock Option Committee and the Board believe that the termination of the Executive Incentive Plan will promote long-term strategic planning and reduce short-term decision-making that could undermine long-term strategies and be inadvertently encouraged under an annual incentive program.

  11. Process Overview

    Process Overview The Compensation and Stock Option Committee is appointed by the Board to assist the Board in discharging the Board’s responsibilities relating (i) to compensation of the Company’s directors and officers and (ii) to the granting of stock options, restricted stock, and other forms of equity compensation under the Company’s equity compensation plans. The Compensation and Stock Option Committee has overall responsibility for approving and evaluating the director and officer compensation plans, policies, and programs of the Company and for formulating, revising, and administering the Company’s equity compensation plans. During fiscal year 2023, the Compensation and Stock Option Committee reviewed and approved the annual compensation for the Named Executive Officers: the President and Chief Executive Officer (“CEO”); the Executive Vice President and Chief Financial and Strategy Officer (“CFO”); the Executive Vice President and Chief Branch Operations Officer; the Senior Vice President, Secretary, and General Counsel (“General Counsel”); the Senior Vice President, Human Resources; the Senior Vice President, Accounting; and the Senior Vice President, IT Strategic Solutions. In addition, the Compensation and Stock Option Committee reviewed and approved the annual compensation for the senior and executive officers who are not NEOs. All grants of stock options and restricted stock in fiscal year 2023 were approved by the Compensation and Stock Option Committee. In light of the significant changes to the NEOs compensation in both October 2018 and April 2019, the Compensation and Stock Option Committee has not made subsequent changes to the executive compensation program.

  12. Timing of Compensation Decisions

    Timing of Compensation Decisions Cash compensation for our executive and non-executive officers is typically reviewed early in each fiscal year as the budget for the coming fiscal year is being finalized and following completion of a review of the Company’s annual financial statements and level of achievement of operating objectives and personal objectives for the prior fiscal year. Equity compensation awards are usually granted in the third quarter of each fiscal year; however, in light of the six-year Long-Term Incentive Plan that was adopted in October 2018, the NEOs did not receive any new grants of equity awards during fiscal 2023. The Compensation and Stock Option Committee may, however, review salaries or grant equity or cash compensation awards at other times as a result of new appointments, promotions or for other reasons during the year.

  13. Role of Executives in Establishing Compensation

    Role of Executives in Establishing Compensation The CEO plays a role in the assessment and recommendation of compensation for the CEO’s direct reports and other officers of the Company, including the CFO, Executive Vice Presidents (“EVPs”), General Counsel, and Senior Vice Presidents ("SVPs"). The Company’s CEO provides information to the Compensation and Stock Option Committee regarding compensation matters generally and, in such instances, helps set the agenda for compensation discussions. The CEO is typically invited to attend general sessions of the Compensation and Stock Option Committee and, depending upon the topic to be discussed, may be invited to attend executive sessions of the Compensation and Stock Option Committee. The Compensation and Stock Option Committee believes that the CEO’s insight into executive performance and compensation is an important factor when discussing and making decisions regarding executive compensation, and therefore the Compensation and Stock Option Committee typically asks the CEO for the CEO’s recommendations on compensation for all of the Company’s executive officers. The CEO is not present during Compensation and Stock Option Committee discussions concerning the CEO’s own compensation and does not play a role in recommendations regarding the CEO’s own compensation. Other members of management attend meetings and executive sessions upon invitation by the Compensation and Stock Option Committee if and when the Compensation and Stock Option Committee believes their advice and input regarding specific matters before the Compensation and Stock Option Committee would be useful and appropriate.

  14. Executive Compensation Program

    Executive Compensation Program During fiscal 2023, the Company’s compensation program was comprised of the following primary elements: base salary, long-term incentive compensation in the form of equity awards granted pursuant to the Company’s stock plans, post-employment compensation, and other employee benefits and perquisites.

  15. Base Salary

    Base Salary Compensation and Stock Option Committee Philosophy The Compensation and Stock Option Committee determines base salaries for each executive position based on the value of the individual’s experience, performance, and/or specific skill set. Base salaries are evaluated in the ordinary course of business, but generally each year at or around the time that the annual budget is approved. The Compensation and Stock Option Committee did not use an outside consultant or survey data when determining fiscal year 2023 base salaries. Fiscal Year 2023 Historically, when determining annual base salary levels, the Compensation and Stock Option Committee’s primary consideration for NEOs was the contribution of each of the members of the executive team to the Company’s operational improvements. Further, effective as of April 1, 2019, the Board terminated the Executive Incentive Plan and adjusted the base salaries of the Named Executive Officers and other senior executives to include the target bonus amounts in order to promote long-term strategic thinking and reduce short-term decision-making that could be inadvertently encouraged under an annual incentive program. The Compensation and Stock Option Committee has since determined to conduct executive base salary reviews every other year rather than annually. As a cost saving measure, Company management has recommended no base salary increases for the last several years. This was the case again in fiscal 2023. As a result, there have been no base salary changes for NEOs during fiscal year 2023. As described below under “Executive Compensation - Employment Agreements,” certain NEOs have employment agreements which do not permit reductions in their base salaries exceeding certain amounts.

  16. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Compensation and Stock Option Committee Philosophy The Compensation and Stock Option Committee intends to use long-term incentive compensation as a further means of attracting and retaining qualified and highly talented executive officers with a market competitive compensation program that supplements the base salary with longer-term incentives provided by stock options and restricted stock. The Compensation and Stock Option Committee also believes that equity-based awards foster an ownership mentality in executives and align the value of a significant component of executive compensation to the value realized by the Company’s shareholders. Company Stock Plans The Company currently maintains three stock plans: the 2008 Plan, the 2011 Plan, and the 2017 Plan. With respect to the 2017 Plan, the Company can grant incentive stock options to salaried employees and nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and/or phantom stock awards to employees or directors. Certain equity awards remain outstanding under the 2008 and 2011 Plan; however, no additional awards may be granted under the 2008 or 2011 Plan. The Board has delegated authority to administer the 2008, 2011, and 2017 Plans to the Compensation and Stock Option Committee. Under the 2008, 2011, and 2017 Plans, stock options must have an exercise price that is equal to or greater than the fair market value of the stock as of the date of grant. Except in the case of adjustments to reflect corporate transactions such as a merger or stock dividend, the exercise price of options granted under the 2008, 2011, and 2017 Plans may not be reduced, directly or indirectly (for example, by substitution of new options with a lower exercise price) without shareholder approval. Awards are subject to vesting conditions as determined by the Compensation and Stock Option Committee. Equity awards, historically in the form of options and/or restricted stock awards, are usually granted in the third quarter, unless made in connection with new hires, promotions, or other special circumstances, in which case awards may be made at the time of such event. 100% of the stock options and restricted stock, respectively, granted in fiscal year 2023 were granted to employees who are not Named Executive Officers. Long-Term Incentive Program On October 15, 2018, the Compensation and Stock Option Committee and the Board approved and adopted a long-term incentive program (the “Long-Term Incentive Program”) that seeks to motivate and reward certain employees and to align management’s interest with shareholders by focusing executives on the achievement of long-term results. The program is comprised of four components: service-based stock options (“Service Options”), performance-based stock options (“Performance Options”), restricted stock awards (“Restricted Stock”), and performance-based restricted stock awards (“Performance Shares”). Pursuant to the Long-Term Incentive Program, the Compensation and Stock Option Committee granted 202,800 Service Options, 121,770 Performance Options, 382,994 Restricted Stock and 369,000 Performance Shares under the 2011 Plan and the 2017 Plan to certain employees and executive officers during fiscal 2019. No equity awards were granted to Named Executive Officers during fiscal 2023. Performance-Based Awards Performance Shares Under the Long-Term Incentive Program, up to 100% of the Performance Shares will vest, if at all, based on the achievement of two, trailing earnings per share performance targets established by the Compensation and Stock Option Committee that are based on earnings per share (measured at the end of each calendar quarter, commencing with the calendar quarter ending September 30, 2019) for the previous four calendar quarters. The Performance Shares are eligible to vest over a 6.5 year performance period beginning on September 30, 2018 and ending on March 31, 2025, following certification by the Compensation and Stock Option Committee of achievement of applicable performance targets (such period, the “Performance Share Measurement Period”) and subject to each respective employee’s continued employment at the Company through the last day of the quarter in which the performance targets are met. For certain NEOs, the Performance Shares are also subject to vesting in accordance with the terms of their employment agreement. See “Executive Compensation - Employment Agreements,” for additional information.

  17. Long-Term Incentive Compensation

    | Trailing 4 Quarter EPS Targets | Restricted Stock Eligible for Vesting (Percentage of Award) | | $16.35 | 40.0% | | $20.45 | 60.0% |

  18. Long-Term Incentive Compensation

    Performance Options The Performance Options will fully vest if the Company attains the four quarter trailing earnings per share target over four consecutive calendar quarters occurring between September 30, 2018 and March 31, 2025 in the table below. Such performance target was established by the Compensation and Stock Option Committee and will be measured at the end of each calendar quarter commencing on September 30, 2019. The Performance Options are eligible to vest if the performance target is met at the end of any quarter during the 6.5 year performance period beginning on September 30, 2018 and ending on March 31, 2025, following certification by the Compensation and Stock Option Committee of achievement of the performance target (such period, the “Option Measurement Period”), subject to each respective employee’s continued employment at the Company through the last day of the quarter in which the performance target was met. The Performance Options may also vest pursuant to the terms of the applicable award agreement or applicable employment agreement. The option price is equal to the fair market value of the common stock on the grant date and the Performance Options shall have a 10-year term.

  19. Long-Term Incentive Compensation

    | Trailing 4 Quarter EPS Target | Options Eligible for Vesting (Percentage of Award) | | $25.30 | 100% |

  20. Long-Term Incentive Compensation

    Service-Based Awards Restricted Stock The Restricted Stock awards will vest in six equal annual installments, beginning on the first anniversary of the grant date, subject to each respective employee’s continued employment at the Company through each applicable vesting date or otherwise provided under the terms of the applicable award agreement or applicable employment agreement. Service Options The Service Options will vest in six equal annual installments, beginning on the first anniversary of the grant date, subject to each respective employee’s continued employment at the Company through each applicable vesting date or otherwise provided under the terms of the applicable award agreement or applicable employment agreement. The option price is equal to the fair market value of the common stock on the grant date and the Service Options shall have a 10-year term. Fiscal 2019 - Fiscal 2025 Long-Term Incentive Plan Equity Awards The number of Performance Shares, Restricted Stock and Performance Options awarded to our Named Executive Officers during fiscal 2019 are set forth below. As of March 31, 2023, the Company has not attained the earnings per share targets set for Performance Options or Performance Shares; accordingly, such awards remain fully unvested. Our Named Executive Officers did not receive Service Options.

  21. Long-Term Incentive Compensation

    | Name | Number of Performance Shares | Number of shares of Restricted Stock | Number of Performance Options | | R. Chad Prashad | 78,000 | 78,000 | 25,740 | | John L. Calmes, Jr. | 45,000 | 45,000 | 14,850 | | D. Clinton Dyer | 45,000 | 45,000 | 14,850 | | Luke J. Umstetter | 30,000 | 30,000 | 9,900 | | A. Lindsay Caulder | 18,000 | 18,000 | 5,940 | | Scott McIntyre | 18,000 | 18,000 | 5,940 | | Jason E. Childers | 18,000 | 18,000 | 5,940 |

  22. Long-Term Incentive Compensation

    Approximately 50% of the accounting expense related to the Long-Term Incentive Program is due to the Performance Shares and Performance Options.

  23. Post-Employment Compensation

    Post-Employment Compensation The Compensation and Stock Option Committee believes that providing supplemental retirement income to key executives under the Company’s 2005 Supplemental Income Plan is appropriate to recognize service to the Company and the limitations on an executive’s ability to ensure significant retirement income through the Company’s 401(k) retirement plan due to the contribution limitations applicable to such plans under applicable law (see “Executive Compensation – 2023 Pension Benefits Table” below). Severance compensation is also provided under employment agreements with certain executive officers (see “Executive Compensation - Employment Agreements” below) to attract and retain critical executive talent and to facilitate management stability and provide executives protection in the event of their termination without cause or constructive discharge, including in situations involving a change in control of the Company. The Company has entered into employment agreements with R. Chad Prashad, our President and Chief Executive Officer, John L. Calmes, Jr., our Executive Vice President and Chief Financial and Strategy Officer, D. Clinton Dyer, our Executive Vice President and Chief Branch Operations Officer, and Luke J. Umstetter, our Senior Vice President, Secretary, and General Counsel. The Compensation and Stock Option Committee believes that the employment agreements are necessary to secure the services of these individuals on the terms and conditions stated in the agreements, and to provide management stability should there occur a significant corporate change in control event. As described in greater detail below, these agreements provide for the payment of severance benefits in the event of a change in control, but only if the executive is terminated without cause or constructively discharged within two years following the change in control, and for the payment of certain severance benefits even if no change in control has occurred in the event the executive’s employment is terminated without cause or for good reason. The Compensation and Stock Option Committee believes that the change in control severance triggers in these agreements strike an appropriate balance between Company and shareholder concerns about executive retention in the event of a change in control and the executives’ legitimate concerns regarding termination or diminution of duties in such an event. See below for a description of the Company's employment agreements that are currently in effect. A summary of the severance payments and benefits upon termination of employment under certain circumstances maybe be found below under “Potential Payments Upon Termination or Change in Control”. Other Employee Benefits and Perquisites: In order to provide competitive compensation and benefits to its executives, the Company provides the following benefits and perquisites: •Life and Disability Insurance. The Company provides each NEO the same group long-term disability and life insurance as the Company in its sole discretion may from time to time provide to its other officers and employees. As described below under “Executive Compensation - Employment Agreements,” the Company has entered into employment agreements with certain NEOs that require the Company to provide specified minimum levels of long-term disability insurance coverage. In addition, if the individual becomes disabled, the Company will provide short-term disability benefits in the form of continued payment of his base salary for up to 90 days. •Deferred Compensation. The Company maintains for its executives a non-qualified deferred compensation plan, the World Acceptance Corporation 2005 Executive Deferral Plan (the “2005 Executive Deferral Plan”). No NEOs currently participate in this plan, and the plan is unfunded. The plan does not provide for any Company contributions of any kind. •Defined Contribution Plan. NEOs are eligible to participate in the Company’s 401(k) retirement plan. The 401(k) plan permits eligible employees to defer up to 15% of their annual eligible compensation, subject to certain limitations imposed by the Code. Employee elective deferral contributions are immediately vested and non-forfeitable. The Company makes a matching contribution equal to 50% of an employee’s elective deferral contributions not exceeding 6% of the employee’s annual eligible compensation. Matching contributions vest over a six-year period. •Company Car. The Company provides each NEO and each of its other officer-level employees the unrestricted use of a Company car at no expense to the officer. •Other. The Company makes available certain perquisites or fringe benefits to executive officers and other employees, such as professional society dues, club dues, food, and recreational fees incidental to official Company functions. See “Executive Compensation - Fiscal Year 2023 Components of All Other Compensation.”

  24. Compensation Policies and Risk Management

    Compensation Policies and Risk Management On an ongoing basis, the Compensation and Stock Option Committee monitors the Company’s executive compensation programs for potential risks as part of the overall risk oversight function of the Board of Directors. See above under “Corporate Governance - Board Risk Oversight” and “Corporate Governance - Committees of the Board -Compensation and Stock Option Committee.” The Compensation and Stock Option Committee does not believe that the Company’s executive compensation programs encourage excessive or inappropriate risk taking.

  25. Clawback Policy

    Clawback Policy The World Acceptance Corporation Clawback Policy (the “Clawback Policy”) applies to certain individuals, which include all of the Named Executive Officers, the Company’s other executive officers and certain other senior officers. The Board (or the Compensation and Stock Option Committee, if designated by the Board) has discretion to apply the Clawback Policy to the covered individuals in a number of circumstances involving specific types of misconduct, such as a violation of noncompetition or other restrictive covenants, material violation of Company policies, violation of law that is detrimental to the Company, unauthorized disclosure or use of the Company's confidential information, any indictment, conviction, or entering of a plea of any type for a crime constituting a felony or a misdemeanor involving moral turpitude, failure to cooperate with any litigation or investigation involving the Company, or any other illicit or unauthorized act or omission that is detrimental to the Company. The Board (or the Compensation and Stock Option Committee, if designated by the Board) may take any or all of the following actions with respect to the individual: (a) requiring reimbursement of cash-based incentive compensation and/or equity-based incentive compensation that was previously granted, awarded, earned, or received during the period covered by the Clawback Policy; (b) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based incentive compensation; (c) offsetting the recouped amount from any compensation otherwise owed by the Company; (d) cancelling outstanding vested, unvested, or unexercised equity-based incentive compensation; (e) requiring repayment of any amount received by in excess of the amount that the person should otherwise have received for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error); and/or (f) taking any other remedial and recovery action permitted by law, as determined by the Board.

  26. REPORT OF THE COMPENSATION COMMITTEE

    REPORT OF THE COMPENSATION COMMITTEE The Compensation and Stock Option Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on the review and discussion referred to above, the Compensation and Stock Option Committee recommended to the Board of Directors that the Compensation Discussion and Analysis referred to above be included in this Proxy Statement.

  27. Compensation and Stock Option Committee

    Compensation and Stock Option Committee Ken R. Bramlett, Jr., Chair Scott J. Vassalluzzo Charles D. Way Elizabeth R. Neuhoff

  28. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table includes information concerning compensation for each of the three fiscal years ended March 31, 2023, 2022, and 2021 for the Company’s Named Executive Officers (or such shorter period as such person has been a Named Executive Officer), including the CEO, the CFO, and the five (instead of three due to similarity in total compensation) other next most highly compensated executive officers of the Company who were serving as such as of March 31, 2023.

  29. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | Stock awards ($) (3) | Option awards ($) (3) | Non-equity incentive plan compensation ($) | Change in pension value and non- qualified deferred compensation earnings ($) (4) | All Other compensation ($) (5) | Total ($) | | R Chad Prashad | 2023 | 840,000 | — | — | — | — | 78,320 | 38,268 | 956,588 | | President and Chief Executive Officer | 2022 | 840,000 | — | — | — | — | 61,187 | 32,778 | 933,965 | | | 2021 | 840,000 | — | — | — | — | 61,187 | 36,884 | 938,071 | | John L. Calmes, Jr. | 2023 | 481,853 | — | — | — | — | 50,026 | 37,949 | 569,828 | | Executive Vice President, Chief Financial and Strategy Officer and Treasurer | 2022 | 481,853 | — | — | — | — | 38,043 | 41,089 | 560,985 | | | 2021 | 481,853 | — | 433,672 | — | — | 38,043 | 27,909 | 981,477 | | D. Clinton Dyer | 2023 | 471,744 | — | — | — | — | 54,523 | 40,823 | 567,090 | | Executive Vice President and Chief Branch Operations Officer | 2022 | 471,744 | — | — | — | — | 32,071 | 52,524 | 556,339 | | | 2021 | 471,744 | — | — | — | — | 32,072 | 46,028 | 549,844 | | Luke J. Umstetter | 2023 | 350,000 | — | — | — | — | — | 37,935 | 387,935 | | Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | 2022 | 350,000 | — | — | — | — | — | 32,947 | 382,947 | | | 2021 | 350,000 | — | — | — | — | — | 26,397 | 376,397 | | A. Lindsay Caulder | 2023 | 301,000 | — | — | — | — | — | 40,115 | 341,115 | | Senior Vice President, Human Resources | 2022 | 301,000 | — | — | — | — | — | 30,366 | 331,366 | | | 2021 | 301,000 | — | — | — | — | — | 30,285 | 331,285 | | Scott McIntyre (2) | 2023 | 301,000 | — | — | — | — | — | 34,057 | 335,057 | | Senior Vice President, Accounting | 2022 | 301,000 | — | — | — | — | — | 30,586 | 331,586 | | Jason E. Childers (2) | 2023 | 301,000 | — | — | — | — | — | 31,214 | 332,214 | | Senior Vice President, Information Technology | 2022 | 301,000 | — | — | — | — | — | 28,399 | 329,399 |

  30. 2023 Summary Compensation Table

    (1)The amounts represent base salaries earned during the fiscal year. (2)Mr. McIntyre and Mr. Childers were not NEOs during fiscal year 2021. (3)The amounts in these columns reflect the aggregate grant date fair value determined in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 12 in the Notes to Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the year ended March 31, 2023. (4)These amounts consist of the increase in the present value of the accumulated benefit at retirement of the NEO’s benefit under the 2005 SIP. As noted above, the Company maintains the 2005 Executive Deferral Plan, but currently no NEOs participate in this plan and earnings under such plan are not at above-market or preferential interest rates. (5)Amounts in this column represent perquisites or personal benefits provided to the NEOs by the Company. Components of All Other Compensation in fiscal year 2023 are further described in a separate table below.

  31. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    Outstanding Equity Awards at Fiscal 2023 Year-End Table The following table includes certain information with respect to the value at March 31, 2023 of all unexercised options and unvested restricted shares previously awarded to the NEOs.

  32. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Plan | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | R. Chad Prashad | 2011 Plan | — | — | 25,740(2) | 100.79 | 10/15/28 | — | — | — | — | | R. Chad Prashad | 2011 Plan | — | — | — | — | — | 26,000 | 2,165,540 | —(3) | — | | R. Chad Prashad | 2011 Plan | — | — | — | — | — | — | — | 46,800(4) | 3,897,972 | | R. Chad Prashad | 2011 Plan | — | — | 0 | — | — | — | — | 31,200(5) | 2,598,648 | | John L. Calmes | 2008 Plan | 6,500 | — | — | 86.52 | 12/12/23 | — | — | — | — | | John L. Calmes | 2011 Plan | — | — | 14,850(2) | 100.79 | 10/15/28 | — | — | — | — | | John L. Calmes | 2011 Plan | — | — | — | — | — | 15,000 | 1,249,350 | —(3) | — | | John L. Calmes | 2011 Plan | — | — | — | — | — | — | — | 27,000(4) | 2,248,830 | | John L. Calmes | 2011 Plan | — | — | — | — | — | — | — | 18,000(5) | 1,499,220 | | D. Clinton Dyer | 2011 Plan | — | — | 14,850(2) | 100.79 | 10/15/28 | — | — | — | — | | D. Clinton Dyer | 2017 Plan | — | — | — | — | — | 15,000 | 1,249,350 | —(3) | — | | D. Clinton Dyer | 2017 Plan | — | — | — | — | — | — | — | 27,000(4) | 2,248,830 | | D. Clinton Dyer | 2017 Plan | — | — | — | — | — | — | — | 18,000(5) | 1,499,220 | | Luke J. Umstetter | 2011 Plan | — | — | 9,900(2) | 100.79 | 10/15/28 | — | — | — | — | | Luke J. Umstetter | 2017 Plan | — | — | — | — | — | 10,000 | 832,900 | —(3) | — | | Luke J. Umstetter | 2017 Plan | — | — | — | — | — | — | — | 18,000(4) | 1,499,220 | | Luke J. Umstetter | 2017 Plan | — | — | — | — | — | — | — | 12,000(5) | 999,480 |

  33. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | A. Lindsay Caulder | 2011 Plan | — | — | 5,940(2) | 100.79 | 10/15/28 | — | — | — | — | | A. Lindsay Caulder | 2017 Plan | — | — | — | — | — | 6,000 | 499,740 | —(3) | — | | A. Lindsay Caulder | 2017 Plan | — | — | — | — | — | — | — | 10,800(4) | 899,532 | | A. Lindsay Caulder | 2017 Plan | — | — | — | — | — | — | — | 7,200(5) | 599,688 | | Scott McIntyre | 2011 Plan | — | — | 5,940(2) | 100.79 | 10/15/28 | — | — | — | — | | Scott McIntyre | 2017 Plan | — | — | — | — | — | 6,000 | 499,740 | —(3) | — | | Scott McIntyre | 2017 Plan | — | — | — | — | — | — | — | 10,800(4) | 899,532 | | Scott McIntyre | 2017 Plan | — | — | — | — | — | — | — | 7,200(5) | 599,688 | | Jason E. Childers | 2011 Plan | — | — | 5,940(2) | 100.79 | 10/15/28 | — | — | — | — | | Jason E. Childers | 2017 Plan | — | — | — | — | — | 6,000 | 499,740 | —(3) | — | | Jason E. Childers | 2017 Plan | — | — | — | — | — | — | — | 10,800(4) | 899,532 | | Jason E. Childers | 2017 Plan | — | — | — | — | — | — | — | 7,200(5) | 599,688 |

  34. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    (1)These amounts are based on the market value of the Company’s common stock at the close of business on March 31, 2023, which was $83.29. (2)Performance Options will fully vest if the Company attains the four quarter trailing earnings per share target of $25.30 over four consecutive calendar quarters occurring between September 30, 2018 and March 31, 2025. (3)The Restricted Stock shares vest at a rate of 16.7% per year with remaining vesting dates of October 15, 2023 and October 15, 2024. See "Compensation Discussion and Analysis - Long-Term Incentive Compensation - Long-Term Incentive Program" for additional information regarding Restricted Stock. (4)Performance Shares will fully vest if the Company attains the four quarter trailing earnings per share target of $16.35 over four consecutive calendar quarters occurring between September 30, 2018 and March 31, 2025. See "Compensation Discussion and Analysis - Long-Term Incentive Compensation - Long-Term Incentive Program" for additional information regarding Performance Shares. (5)Performance Shares will fully vest if the Company attains the four quarter trailing earnings per share target of $20.45 over four consecutive calendar quarters occurring between September 30, 2018 and March 31, 2025. See "Compensation Discussion and Analysis - Long-Term Incentive Compensation - Long-Term Incentive Program" for additional information regarding Performance Shares.

  35. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table includes certain information regarding amounts realized by the NEOs on account of the exercise of stock options and the vesting of restricted stock during the fiscal year ended March 31, 2023.

  36. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | R. Chad Prashad | — | — | 13,000 | 1,333,670 | | John L. Calmes, Jr. | — | — | 7,500 | 769,425 | | D. Clinton Dyer | — | — | 7,500 | 769,425 | | Luke J. Umstetter | — | — | 5,000 | 512,950 | | A. Lindsay Caulder | — | — | 3,000 | 307,770 | | Scott McIntyre | — | — | 3,000 | 307,770 | | Jason E. Childers | — | — | 3,000 | 307,770 |

  37. 2023 Pension Benefits Table

    2023 Pension Benefits Table The table below sets forth information regarding NEO benefits under the Company’s 2005 SIP described above under “Compensation Discussion and Analysis - Executive Compensation Program ‑ Post‑Employment Compensation.”

  38. 2023 Pension Benefits Table

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) (1) | Present Value of Accumulated Benefit at Death ($) (2) | Payments During Last Fiscal Year ($) | | R. Chad Prashad | 2005 SIP | 8 | 506,630 | 1,899,862 | — | | John L. Calmes, Jr. | 2005 SIP | 9 | 354,369 | 1,220,605 | — | | D. Clinton Dyer | 2005 SIP | 20 | 663,888 | 1,194,998 | — | | Luke J. Umstetter (3) | — | — | — | — | — | | A. Lindsay Caulder (3) | — | — | — | — | — | | Scott McIntyre (3) | — | — | — | — | — | | Jason E. Childers (3) | — | — | — | — | — |

  39. 2023 Pension Benefits Table

    (1)Based on the assumptions disclosed in Note 12 in the Notes to Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the year ended March 31, 2023. (2)Present value of 2005 SIP benefits payable at death was calculated as 45% of the executive’s adjusted base salary as of March 31, 2023 for 15 years assuming a 6% interest rate. (3)Mr. Umstetter, Ms. Caulder, Mr. McIntyre and Mr. Childers do not participate in the Company’s 2005 SIP or any other pension benefit program. The Company maintains the World Acceptance Corporation 2005 Supplemental Income Plan (the “2005 SIP”). Based on the CEO’s recommendations, the Compensation and Stock Option Committee approves the key executives who participate in the plan. The 2005 SIP is an unfunded plan, which means there are no specific assets set aside by the Company to fund its obligations under the plan. The participating executives have no rights under the plan beyond those of a general creditor of the Company. •Generally, if a participant terminates employment after reaching normal retirement age (age 65), the participant is entitled to receive a monthly benefit equal to 45% of his base salary at the time of his retirement for a period of 15 years. •A participant is eligible for an early retirement benefit if the participant terminates employment after reaching age 57, provided that he has participated in the plan for at least eight years. The early retirement benefit is a pro-rated portion of the normal retirement benefit, based on the days of service the participant has accrued at his early retirement date compared to the days of service that he would have accrued if he had continued employment until normal retirement age. •If a participant dies while still employed by the Company or while receiving Company-sponsored long-term disability benefits, the participant is eligible to receive the normal retirement benefit regardless of age. •If the Company terminates a participant (other than for malfeasance, dishonesty, or similar wrongdoing) or the participant terminates employment due to disability, the participant will receive a normal or early retirement benefit (depending on whether termination occurs before or after normal retirement age), as the age 57 and eight years of participation requirements for early retirement benefits do not apply in such circumstances. •If a participant voluntarily terminates employment before qualifying for early or normal retirement or if the participant is terminated due to malfeasance, dishonesty, or other similar wrongdoing, the participant is not entitled to any benefits under the plan. In connection with the termination of the Executive Incentive Plan and corresponding base salary adjustments that took effect as of April 1, 2019, the Company approved the First Amendment (the “Amendment”) to the 2005 SIP. The Amendment provides that the base salaries of the Named Executive Officers shall be adjusted by a salary adjustment factor to determine the Named Executive Officers’ benefits under the 2005 SIP. The salary adjustment factor for each of the Named Executive Officers that is a participant in the 2005 SIP is below:

  40. 2023 Pension Benefits Table

    | R. Chad Prashad | 0.50 | | John L. Calmes, Jr. | 0.56 | | D. Clinton Dyer | 0.56 |

  41. 2023 Pension Benefits Table

    The Company determined that the base salary used to determine benefits under the 2005 SIP should not be based on the adjusted fiscal 2019 base salaries. The Company believes that the revisions to incorporate the salary adjustment factor will decrease the named executive officer’s benefit under the 2005 SIP, which should cause the benefit to be more consistent with historical amounts. Summary of Benefits Provided under Employment Agreements. The Named Executive Officers with employment agreements are entitled to certain benefits in connection with certain terminations of employment and/or a change in control, as summarized below. Mr. Prashad. •If the Company terminates Mr. Prashad’s employment without cause or if Mr. Prashad terminates his employment for “good reason,” (a) he will receive payment for his accrued base salary, vacation pay, and expenses, as well as any vested benefits due under any Company benefit plans or programs ("accrued compensation") through the termination date; (b) he will receive severance pay in an amount equal to $1,260,000; (c) the following awards will vest as of his termination date (or the date of Committee certification in the case of (iii) below): (i) stock options and other equity incentive awards (excluding awards granted under the Long-Term Incentive Program) with purely time-based vesting; (ii) awards granted under the Long-Term Incentive Program with purely time-based vesting that are scheduled to vest within the LTIP Year (as defined in his employment agreement) in which termination of employment occurs; and (iii) the pro-rata portion (based upon the time period from October 1, 2018 until the termination date) of his purely performance-based awards granted under the Long-Term Incentive Program that are scheduled to vest within 180 days after the date of termination and for which the Compensation and Stock Option Committee certifies that the applicable performance metrics were achieved within such 180-day period; and (d) he will receive a lump sum payment equal to the total premiums he would be expected to pay for eighteen (18) months of COBRA coverage. Stock options (both time-based and performance-based) that are vested on Mr. Prashad’s termination date will be exercisable for one year following the termination date, or until their expiration date if shorter; however, any purely performance-based stock options that vested during the 180-days following termination as described in (iii) above will be exercisable for 18 months following the date of Mr. Prashad’s termination. •If the Company terminates Mr. Prashad’s employment for cause or he terminates his employment without good reason (including by giving notice that he will not extend the term of the employment agreement), he will only receive his accrued compensation through the termination date. •If Mr. Prashad’s employment is terminated by the Company without cause or by Mr. Prashad with good reason within two (2) years following a change in control of the Company (as defined in the employment agreement), the Company will make a lump sum payment to Mr. Prashad equal to the sum of (a) his accrued compensation prior to termination; (b) an amount equal to the total premiums he would be expected to pay for eighteen (18) months of COBRA coverage; and (c) an amount equal to $1,260,000. In addition, his stock options and other incentive awards will vest in accordance with the terms of the applicable plans and award documents; provided that all vested stock options will be exercisable for a period of one year (or until the end of the original option term, if shorter). •If Mr. Prashad’s employment is terminated due to his disability, the Company will pay him $420,000 over a period of 24 months but only at such times as he is not receiving benefits under the disability insurance provided by the Company. In addition, he will be entitled to receive his accrued compensation through the date of termination. •If Mr. Prashad’s employment is terminated due to his death, the Company will be obligated to pay his estate his accrued compensation through the date of termination. Under the employment agreement, “cause” generally means Mr. Prashad’s (a) gross misconduct or gross neglect in respect of his duties for the Company; (b) conviction of (or plea of nolo contendere to) a felony or of a misdemeanor where active imprisonment is imposed; (c) knowing and intentional failure to comply with applicable laws with respect to the execution of the Company’s business operations; (d) falsification of Company records or engaging in theft, fraud, embezzlement, dishonesty, or other conduct that has resulted or is likely to result in material damage to the Company’s or any of its affiliates’ business or reputation; (e) failure to comply with reasonable written directives of the Board, which is not remedied within thirty (30) days after receipt of written notice specifying such failure; (f) the willful and material violation of the Company’s policies, including its Code of Ethics; and (g) the willful failure to reasonably cooperate with any investigation authorized by the Board, which failure would reasonably be expected to have a material adverse effect on the Company. Under the employment agreement, “good reason” generally means: (a) a reduction in Mr. Prashad’s base salary below $420,000; (b) a material diminution in his authority, duties or responsibilities; (c) a material diminution in the budget over which he retains authority; (d) requiring him to relocate his principal place of employment more than thirty-five (35) miles from the Company’s present headquarters; (e) a material breach of the agreement by the Company; or (f) the failure of the Company to renew the agreement. Under the employment agreement, “change in control” generally means any of the following events: (a) The consummation of (i) a merger, share exchange, or similar transaction involving the Company or any subsidiary, but only if Company voting securities are issued or issuable; or (ii) the sale or other disposition of all or substantially all of the assets of the Company, unless, in either case, immediately after the transaction (A) the beneficial owners of the Company’s voting securities continue to own more than seventy percent (70%) of the voting power of the voting securities of the surviving company in substantially the same proportions as their ownership of the Company’s voting securities prior to the transaction; (B) no person (excluding any employee benefit plan sponsored by the surviving company or any company controlled by the surviving company) owns thirty-five percent (35%) or more of the combined voting power of the voting securities of the surviving company; and (C) at least a majority of the members of the board of directors of the surviving company are Incumbent Directors (as defined below); (b) The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company, unless such liquidation or dissolution is part of a sale of the Company’s assets that does not constitute a change in control;

  42. 2023 Pension Benefits Table

    (c) if (i) any person acquires ownership of, or voting control over, twenty percent (20%) or more of the Company’s outstanding stock, in a single transaction or in a series of transactions occurring within a twelve-month period (an “Acquiring Person”); provided that no person may become an Acquiring Person on account of: (A) any acquisition of stock by the Company or any subsidiary; (B) any acquisition of stock by an underwriter temporarily holding such securities pursuant to a securities offering; (C) any acquisition of stock by any employee benefit plan sponsored by the Company or any subsidiary; and (D) any acquisition of stock related to a merger, share exchange, or similar transaction that that does not otherwise constitute a change in control; and (ii) a majority of the members of the Board of Directors are or become individuals who are (A) the Acquiring Person; (B) affiliates of the Acquiring Person; and/or (C) individuals whose initial assumption of office as a director occurs as a result of (I) an actual or threatened election contest or solicitation of proxies by or on behalf of the Acquiring Person or (II) the recommendation or request of the Acquiring Person or any member of the Board who is an affiliate of the Acquiring Person; or (d) During any period of twenty-four (24) consecutive months, individuals who were members of the Board of Directors at the beginning of such period (the “Incumbent Directors”) at any time during such period cease to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director during such period whose appointment, election or nomination was approved by a vote of at least a majority of the existing Incumbent Directors shall be considered as an Incumbent Director (excluding, however, any such individual who became a director as a result of an actual or threatened election contest or solicitation of proxies by or on behalf of a person other than the Board of Directors). The employment agreement requires Mr. Prashad to execute a release of legal claims against the Company in order to receive any of the severance benefits provided by the agreement. The employment agreement also restricts Mr. Prashad from engaging in certain acts of competition with the Company and from soliciting the Company’s employees or inducing them to leave their employment with the Company during the term of the employment agreement and for a period of two years after the termination of his employment. He has also agreed to confidentiality and non-disparagement obligations that the Company believes are customary. Further, the employment agreement contains clawback and forfeiture provisions, which are in addition to any rights available to the Company included in the Company’s recently adopted clawback policy or similar provisions that may apply under applicable laws, rules or regulations. Calmes Employment Agreement. Mr. Calmes’ employment agreement is substantially similar to Mr. Prashad’s employment agreement with respect to post-termination benefits except that Mr. Calmes’ (a) disability benefits equal $267,696; and (b) severance benefits and change in control payment equal $550,000. Dyer Employment Agreement. Mr. Dyer’s employment agreement is substantially similar to Mr. Prashad’s employment agreement with respect to post-termination benefits except that Mr. Dyer’s (a) disability benefits equal $262,080; and (b) severance benefits and change in control payment equal $550,000. Umstetter Employment Agreement. Mr. Umstetter’s employment agreement is substantially similar to Mr. Prashad’s employment agreement with respect to post-termination benefits except that Mr. Umstetter’s disability and severance benefits and change in control payment equal $250,000. Quantification of Amounts Payable. The following tables describe the potential payments and benefits that would have been payable to our NEOs under our existing plans and agreements, assuming the occurrence of certain events, in each case, on March 31, 2023. The amounts shown in the tables do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms, or operation in favor of the NEOs. Because the disclosures in the following tables assume the occurrence of certain events as of a particular date and under a particular set of circumstances (and therefore make a number of important assumptions), the actual amount to be paid to each of our NEOs may vary significantly from the amounts included in the table. Note that the tables exclude unpaid salary accrued through the termination date and reimbursement of any unpaid business expenses.

  43. CEO PAY RATIO

    CEO PAY RATIO

  44. 2023 Pay Ratio

    2023 Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our President and Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For fiscal 2023: •the median of the annual total compensation of all employees of our company (other than our CEO) was $42,734; and •total compensation of our CEO was $956,588. Based on the above information, for fiscal year 2023, the ratio of the median of the annual total compensation of all employees to the annual total compensation of our CEO was 22 to 1. The SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices, therefore, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices, and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

  45. Pay Ratio Calculation

    Pay Ratio Calculation For fiscal 2023, in order to identify the median of the annual total compensation of all of our employees, as well as to determine the annual total compensation of our median employees and our CEO, we took the following steps. •First, we selected March 31, 2023 as the date on which we would identify the “median employee” of our Company because it is the last day of our fiscal year and would provide a fair representation of our employee population. We determined that, as of March 31, 2023, our employee population consisted of approximately 2,093 individuals that had been employed over the prior twelve months. This population consisted of our full-time, part-time, and temporary employees. •Next, to identify the “median employee” from our employee population, we reviewed total gross compensation per employee from our payroll records for the twelve month period ending on March 31, 2023. •We determined that total gross compensation per employee from our payroll records is a consistently applied compensation measure which would provide a reasonable picture of the annual compensation of our employees. •We calculated such median employee’s compensation for fiscal year 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. With respect to the annual total compensation of our CEO, we used the total compensation reported in the "2023 Summary Compensation Table."

  46. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company.

  47. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid for PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(2) | Average Compensation Actually Paid for Non-PEO Named Executive Officers(2)(3) | Value of Initial Fixed $100 Investment Based on: | | Net Income | EPS (5) | | | | | | | Company TSR | Peer Group TSR(4) | | | | 2023 | $956,588 | $(12,833,581) | $422,206 | $(4,820,535) | 152.52 | 145.88 | 21,231,990 | 3.60 | | 2022 | $933,966 | $9,945,093 | $415,437 | $4,042,583 | 351.29 | 167.55 | 53,919,837 | 8.47 | | 2021 | $938,071 | $11,889,842 | $476,344 | $4,339,311 | 237.61 | 120.99 | 88,282,828 | 13.23 |

  48. PAY VERSUS PERFORMANCE

    (1)The principal executive officer (the “PEO”) for each of 2023, 2022 and 2021 is Mr. Prashad. (2)The non-PEO named executive officers (the “Non-PEO NEOs”) for each applicable year include the following individuals: 2023, Messrs. John L. Calmes, Jr., D. Clinton Dyer, Luke J. Umstetter, S. McIntyre, and Jason E. Childers, and Ms. A. Lindsay Caulder; 2022, Messrs. John L. Calmes, Jr., D. Clinton Dyer, Luke J. Umstetter, S. McIntyre, and Jason E. Childers, and Ms. A. Lindsay Caulder; and 2021, Messrs. John L. Calmes, Jr., D. Clinton Dyer, and Luke J. Umstetter, and Ms. A. Lindsay Caulder. (3)These dollar amounts represent the “compensation actually paid”, or “CAP”, to the PEO and the Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO or the Non-PEO NEOs, respectively, during the applicable year. To calculate CAP for the PEO and average CAP for the Non-PEO NEOs, the following amounts were deducted from and added to Summary Compensation Table total compensation:

  49. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1) | Add: Year-End Value of Unvested Equity Awards Granted in Year | Add: Change in Value of Unvested Equity Awards Granted in Prior Years that Vested During Year | Add: Change in Year-End Value of Unvested Equity Awards Granted in Prior Years | Add: Vesting Date Value of Equity Awards Granted and Vested During Year | Total Compensation Actually Paid | | 2023 | $956,588 | $— | $(1,134,510) | $(12,655,659) | $— | $(12,833,581) | | 2022 | $933,966 | $— | $973,765 | $8,037,362 | $— | $9,945,093 | | 2021 | $938,071 | $— | $750,858 | $10,200,913 | $— | $11,889,842 |

  50. PAY VERSUS PERFORMANCE

    | Non-PEO NEO CAP | | | | | | | | | Year | Summary Compensation Table Total for PEO(1) | Less: Vesting Date Value of Equity Awards Granted and Vested During Year | Add: Year-End Value of Unvested Equity Awards Granted in Year | Add: Change in Value of Unvested Equity Awards Granted in Prior Years that Vested During Year | Add: Change in Year-End Value of Unvested Equity Awards Granted in Prior Years | Add: Vesting Date Value of Equity Awards Granted and Vested During Year | Total Compensation Actually Paid | | 2023 | $422,206 | $— | $— | $(421,805) | $(4,820,936) | $— | $(4,820,535) | | 2022 | $415,437 | $— | $— | $306,890 | $3,320,256 | $— | $4,042,583 | | 2021 | $476,344 | $72,279 | $— | $284,968 | $3,577,999 | $72,279 | $4,339,311 |

  51. PAY VERSUS PERFORMANCE

    (4)The peer group that we used for purposes of this disclosure is the Nasdaq Financial Index, the same index used for our performance graph disclosed in our Annual Report on Form 10-K for the year ended March 31, 2023. *We omitted the tabular list of financial performance measures because, in 2023, we did not use any financial performance measures other than EPS to link executive compensation actually paid to company performance.

  52. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Relationship Between Compensation Actually Paid and Financial Performance Measures The following describe the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between our company’s total shareholder return and that of the NASDAQ Financial Index. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years.

  53. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table summarizes the compensation the Company paid to non-employee members of the Board of Directors for the fiscal year ended March 31, 2023:

  54. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Option Awards ($) (2) | All Other Compensation ($) | Total ($) | | Ken R. Bramlett Jr. | 100,000 | — | — | — | 100,000 | | Scott J. Vassalluzzo | 90,000 | — | — | — | 90,000 | | Charles D. Way | 100,000 | — | — | — | 100,000 | | Darrell E. Whitaker | 80,000 | — | — | — | 80,000 | | Elizabeth R. Neuhoff | 80,000 | — | — | — | 80,000 | | Benjamin E. Robinson III | 80,000 | — | — | — | 80,000 |

  55. DIRECTOR COMPENSATION

    (1)For fiscal year 2023, each non-employee director was paid $20,000 quarterly retainer along with any additional retainer amounts for Chairman of the Board ($2,500) and other Committee Chairs ($2,500 or $5,000). No additional fees were paid for attendance at meetings. (2)The table below sets forth the total number of shares subject to stock awards and option awards outstanding as of March 31, 2023 held by non-employee directors.

  56. DIRECTOR COMPENSATION

    | Name | Stock Awards | Option Awards | | Ken R. Bramlett Jr. | 1,666 | 6,000 | | Scott J. Vassalluzzo | — | — | | Charles D. Way | 1,666 | 6,000 | | Darrell E. Whitaker | 1,666 | 6,000 | | Elizabeth R. Neuhoff | 1,250 | 2,031 | | Benjamin E. Robinson III | 1,250 | 2,031 |

  57. DIRECTOR COMPENSATION

    The Company pays its non-employee directors quarterly retainer fees. No additional fees are currently paid for meeting attendance. For the year ended March 31, 2023, the non-employee director compensation program was comprised of the following: •Each non-employee director receives a quarterly retainer of $20,000 •The Chairman of the Board receives an additional quarterly retainer of $2,500 •Each Committee Chair receives an additional retainer, as follows: ◦Audit and Compliance: $5,000 quarterly ◦Compensation and Stock Option: $2,500 quarterly ◦Nominating and Corporate Governance: $2,500 quarterly The Company offers a deferred fee plan for its non-employee directors under which participating directors may defer any or all of their retainer and meeting fees for specified time periods. The deferred fee plan is non-qualified for tax purposes. Deferred fees under the plan earn interest at the prime rate or, at each participating director’s option, a return based on the Company’s stock price performance over time. During fiscal 2023, none of the directors elected to defer any fees under this plan. The deferred fee plan does not provide for above-market or preferential earnings on deferred amounts. All directors are reimbursed for ordinary and necessary out-of-pocket expenses incurred in attending meetings of the Board of Directors and its committees. Non-employee directors are also eligible to receive grants of non-qualified stock options and/or restricted stock under the Company’s 2011 Plan and/or various equity award grants under the Company’s 2017 Plan. None of our employee directors received any stock or option awards during fiscal 2023.