DEF 14A of FirstCash Holdings, Inc., Apr 25, 2025

DEF 14A of FirstCash Holdings, Inc.

Filed Apr 25, 2025 · FY20240000840489-25-000055

Open on EDGAR

  1. TABLE OF CONTENTS

    | General Information | 1 | | Proposal 1 Election Of Directors | 3 | | Corporate Governance, Board Matters And Director Compensation | 5 | | Sustainability and Corporate Responsibility | 13 | | Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters | 15 | | Compensation Committee Interlocks And Insider Participation | 16 | | Certain Relationships And Related Person Transactions | 16 | | Audit Committee Report | 17 | | Proposal 2 Ratification Of Independent Registered Public Accounting Firm | 18 | | Equity Compensation Plan Information | 19 | | Executive Officers | 19 | | Executive Compensation | 21 | | Proposal 3 Advisory Vote To Approve The Compensation Of The Company’s Named Executive Officers | 56 | | Other Matters | 57 | | Cost Of Solicitation | 57 | | Householding Of Proxy Materials | 57 | | Stockholder Proposals | 58 | | Appendix A | A-1 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The bylaws of the Company (the “bylaws”) provide that the Board of Directors will determine the number of directors but shall consist of at least one director and no more than 15 directors. Currently, the number of directors is set at a total of eight directors. The stockholders of the Company elect the directors. At each annual meeting of the stockholders of the Company, successors of the class of directors whose term expires at the annual meeting will be elected for a three-year term. Any director elected to fill a vacancy or newly-created directorship resulting from an increase in the authorized number of directors shall hold office for a term that shall coincide with the remaining term of that class. In no case will a decrease in the number of directors shorten the term of any incumbent director. Any vacancy on the Board of Directors, however resulting, may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Unless otherwise instructed or unless authority to vote is withheld, the enclosed proxy will be voted for the election of the nominees listed herein. Although the Board of Directors does not contemplate that the nominees will be unable to serve, if such a situation arises prior to the Annual Meeting, the person named in the enclosed proxy will vote for the election of such other person as may be nominated by the Board of Directors. The Board of Directors currently consists of eight directors, six of whom are independent, as follows:

  3. ELECTION OF DIRECTORS

    | Name | Age | Principal Occupation | Independence Status | | Daniel R. Feehan | 74 | Chairman of the Board, FirstCash Holdings, Inc. | Employee | | Rick L. Wessel | 66 | Vice-Chairman of the Board and CEO, FirstCash Holdings, Inc. | Employee | | Mikel D. Faulkner | 75 | Former Executive Chairman, Nautilus Marine Services PLC | Lead Independent Director | | Daniel E. Berce | 71 | Former President and CEO, General Motors Financial Company, Inc. | Independent Director | | Marthea Davis | 46 | Independent Corporate Communications Advisor | Independent Director | | Paula K. Garrett | 64 | Former Vice-President of Finance, Operations and Information System Technology for the Latin America Region, Mary Kay, Inc. | Independent Director | | James H. Graves | 76 | Managing Director and Partner, Erwin, Graves & Associates, LP | Independent Director | | Randel G. Owen | 66 | Former President and CEO, Global Medical Response | Independent Director |

  4. ELECTION OF DIRECTORS

    Biographical information for the directors is as follows: Daniel R. Feehan has served as chairman of the Board of Directors of FirstCash since the Company’s 2016 merger (the “Merger”) with Cash America International, Inc. (“Cash America”). Previously, Mr. Feehan served as a director and executive chairman of Cash America from November 1, 2015 until the Merger. Mr. Feehan served as the chief executive officer of Cash America from February 2000 to November 2015. Prior to that, Mr. Feehan served in other executive management roles at Cash America, including president and chief operating officer and chief financial officer, the first of which roles began in 1990. Mr. Feehan also currently serves as chairman of the board of AZZ Inc. (NYSE: AZZ), a provider of galvanizing and coil coating solutions. Mr. Feehan serves as a director of Enova International, Inc. (NYSE: ENVA), an online lending company that was spun off from Cash America in 2014. Mr. Feehan received a Bachelor of Business Administration degree in Accounting from Texas A&M University and has been recognized as a Distinguished Alumnus of that institution. Rick L. Wessel has served as vice-chairman of the Board of Directors of the Company since September 2016, as chief executive officer since November 2006 and has been a director since November 1992. Mr. Wessel previously served as president from May 1998 to September 2016, chairman of the Board of Directors from October 2010 to September 2016, vice-chairman of the Board of Directors from November 2004 to October 2010, secretary and treasurer of the Company from May 1992 to November 2006 and chief financial officer of the Company from May 1992 to December 2002. Prior to February 1992, Mr. Wessel was employed by Price Waterhouse LLP for approximately nine years. Mikel D. Faulkner was appointed to the Board of Directors in 2009 and has served as the lead independent director since October 2017. From February 2017 to February 2019, Mr. Faulkner served as executive chairman of the board of directors of Nautilus Marine Services PLC, an investment company focused on the global offshore services industry and quoted on the London Stock Exchange (AIM). From 2002 to February 2017, Mr. Faulkner served as executive chairman of the board of directors of Global Energy Development PLC, an international oil and gas exploration company, quoted on the London Stock Exchange (AIM). Mr. Faulkner served as chief executive officer of HKN, Inc. (ASE: HKNI) from 1982 to 2017, chairman of HKN, Inc. from 1991 to 2003 and president and chief executive officer of HKN, Inc. from 2003 to 2017. HKN, Inc., formerly Harken Energy Corporation (NYSE), was an independent energy company. Daniel E. Berce has served as a director of FirstCash since the Merger in 2016 and previously served as a Cash America director from 2006 to 2016. Until his retirement in April 2025, Mr. Berce was president and chief executive officer of General Motors Financial Company, Inc. (formerly AmeriCredit Corp.) since its acquisition by General Motors Company in October 2010. Mr. Berce served as AmeriCredit Corp.’s chief executive officer from August 2005 to October 2010, president from April 2003 to October 2010 and vice-chairman and chief financial officer from November 1996 until April 2003. Mr. Berce served as a director at AmeriCredit Corp. from November 1990 to October 2010. Mr. Berce currently serves as a director at AZZ Inc. (NYSE: AZZ), a provider of galvanizing and coil coating solutions. Marthea Davis was elected to the Board of Directors in June 2022. Ms. Davis is an independent crisis and corporate communications advisor with Macgregor Strategies. She was a director at TrailRunner International from 2020 to 2024 and a strategic communications director at EnerGeo Alliance from 2019 to 2020. Ms. Davis managed corporate communications for Houston First Corporation from 2017 to 2019, overseeing key convention, arts and entertainment venues in Houston, TX. Earlier in her career, she held various roles in communications and public relations across diverse sectors, including civil rights, cryptocurrency, education, legal, technology and energy. A graduate of Howard University, Ms. Davis brings over 20 years of experience in public relations, strategic communications, government affairs and crisis management. Paula K. Garrett was appointed to the Board of Directors in January 2021. From 2005 until her retirement in 2023, Ms. Garrett served as the vice president of finance, operations and information system technology for the Latin America region of Mary Kay, Inc. (“Mary Kay”), a multibillion-dollar direct selling beauty company. In this role, she led the financial, operational, technology and other market development functions for all of Mary Kay’s Latin America markets, including Mexico, Brazil, Argentina, Uruguay, Colombia and Peru. From 1999 to 2004, Ms. Garrett held roles at Mary Kay as region controller, Latin America and internal audit project manager. Ms. Garrett’s employment experience also includes service as internal audit manager of Oryx Energy Company from 1998 to 1999 and experience in a progression of accounting and internal audit positions from 1984 to 1998. James H. Graves has served as a director of FirstCash since the Merger in 2016 and previously served as a Cash America director from 1996 to 2016. Mr. Graves has served as managing director and partner of Erwin, Graves & Associates, LP, a management consulting firm located in Dallas, Texas, since January 2001. Prior to that, Mr. Graves held various positions, including chief operating officer, with J.C. Bradford & Company, a Nashville-based securities firm. Mr. Graves also worked for Dean Witter Reynolds, Inc. as the head of the energy group and later as head of the industry investment banking groups in New York. Mr. Graves previously served as a director at Hallmark Financial Services, Inc., a publicly traded insurance company, serving from 1995 to June 2022, as a director of Atlantic Capital Bancshares, Inc., a publicly traded bank holding company, serving from 2017 to March 2022, and as a director of Tristate Capital Holdings, Inc., a publicly traded bank holding company, serving from 2011 through July 2015. Randel G. Owen was appointed to the Board of Directors in 2009. From March 2018 to December 2022, Mr. Owen served as president and chief executive officer of Global Medical Response, an industry-leading air, ground, specialty and residential fire services and managed medical transportation organization. From July 1999 to March 2018, Mr. Owen held roles as president of ambulatory services, chief financial officer and executive vice president of Envision Healthcare Corporation, a large, publicly-held healthcare company and national emergency services provider business, and its predecessor companies including American Medical Response (“AMR”) and EmCare Holdings Inc. (“EmCare”). Mr. Owen was appointed executive vice president and chief financial officer of AMR in March 2003. Mr. Owen joined EmCare in July 1999 and served as executive vice president and chief financial officer from June 2001 to March 2003. Before joining EmCare, Mr. Owen was vice president of Group Financial Operations for PhyCor, Inc. from 1995 to 1999. Mr. Owen has more than 40 years of experience in the healthcare industry. There are no family relationships among any directors or executive officers.

  5. CORPORATE GOVERNANCE, BOARD MATTERS AND DIRECTOR COMPENSATION

    CORPORATE GOVERNANCE, BOARD MATTERS AND DIRECTOR COMPENSATION

  6. Directors’ Compensation

    | Name | Fees Earned or Paid in Cash $ | Stock Awards $ | All Other Compensation $ | Total $ | | Daniel R. Feehan (1) | — | — | 450,000 | 450,000 | | Daniel E. Berce | 125,000 | 139,216 | — | 264,216 | | Marthea Davis | 100,000 | 139,216 | — | 239,216 | | Mikel D. Faulkner | 125,000 | 139,216 | — | 264,216 | | Paula K. Garrett | 100,000 | 139,216 | — | 239,216 | | James H. Graves | 120,000 | 139,216 | — | 259,216 | | Randel G. Owen | 115,000 | 139,216 | — | 254,216 | | Douglas R. Rippel (2) | 100,000 | 139,216 | — | 239,216 |

  7. Identifying and Evaluating Nominees for Directors

    Identifying and Evaluating Nominees for Directors The Nominating and Corporate Governance Committee will utilize a variety of methods for identifying and evaluating director nominees. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current members of the Board of Directors, professional search firms, stockholders or other persons. These candidates will be evaluated at regular or special meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year. The Nominating and Corporate Governance Committee will also consider properly-submitted stockholder nominations for candidates for the Board of Directors. The procedures to be followed by stockholders in submitting such nominations are set forth in the “Stockholder Proposals” section. Following verification of the stockholder status of persons proposing candidates, recommendations will be aggregated and considered by the Nominating and Corporate Governance Committee. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials will be forwarded to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may also review materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a stockholder.

  8. Long-Term Total Stockholder Returns

    Long-Term Total Stockholder Returns The outstanding financial results are reflected in strong relative total stockholder returns versus the Company’s peer group and other relevant broad market indices over the most recent 3- and 5- year periods:

  9. Key 2024 Compensation Outcomes

    | Annual Performance Incentive Program Payout - 2024 Performance Period: | Threshold | At or Above Target | Maximum | | Adjusted diluted earnings per share | | ✓ | | | Adjusted EBITDA | | ✓ | | | Net revenue (gross profit) | | ✓ | | | Long-Term Incentive Program Payout - 2022-2024 Performance Period: | Threshold | At or Above Target | Maximum | | Adjusted net income | | | ✓ | | Relative TSR (percentile) | | | ✓ |

  10. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee reviews and administers the compensation program for the Company’s executive officers, including recommending to the Board of Directors for approval the specific compensation of all of the NEOs. Compensation is typically set at the first Compensation Committee meeting each calendar year after reviewing performance for the past year and prospects for the year ahead. The Compensation Committee regularly meets with the CEO, COO and CFO, who provide insight into how individual executives are performing. The Compensation Committee retains broad flexibility in the administration of the Company’s compensation plans. The Compensation Committee has the authority to engage outside advisors to assist the Compensation Committee in the performance of its duties. In particular, the Compensation Committee has sole authority to retain and terminate any compensation consultant to assist in the evaluation of director, CEO or senior executive compensation, including sole authority to approve such consultant’s reasonable fees and other retention terms, all at the Company’s expense. The Compensation Committee’s Use of an Independent Consultant The Compensation Committee retained the services of Pay Governance, an independent compensation advisory firm, to advise the Compensation Committee on various aspects of the Company’s compensation program. The Compensation Committee assessed Pay Governance's independence, as required under Nasdaq listing rules. Based on this review, the Compensation Committee does not believe any conflict of interest existed with the work performed by Pay Governance and considers them to be independent. Pay Governance worked with the Compensation Committee and management to develop the 2024 peer group (“2024 Peer Group”) discussed below, provided benchmark compensation data for the NEOs of the 2024 Peer Group and reviewed recommendations on the structure of the 2024 compensation program, including salaries, target award amounts, maximum payouts and the performance metrics included in the 2024 incentive plans. Additionally, Pay Governance presented to management and the Compensation Committee periodic updates on trends and developments across the executive compensation landscape. Role of the CEO in Executive Compensation Decisions The Company’s CEO works closely with the Compensation Committee, providing his assessment and recommendations on the competitiveness of the programs and the performance of the other NEOs, and makes recommendations for consideration pertaining to the compensation of the NEOs. The Compensation Committee takes these recommendations into consideration and either approves or works with the CEO to develop suitable proposals. The CEO does not, however, participate in decisions about his own compensation. Peer Group Benchmarking The Compensation Committee analyzes the compensation practices of a group of peer companies, consisting of other publicly-traded companies primarily in the pawn, specialty consumer finance, specialty retail, lease-to-own and consumer services industries. All of the peer companies are similar to the Company in market cap and revenue. In determining compensation for its NEOs, each element of the Company’s compensation program is compared against the published compensation data of its 2024 Peer Group and other compensation surveys. The Compensation Committee, while mindful of this peer group and survey data, has not established a specific range of compensation for any element of pay from the peer group, but instead uses the data as a general guideline for discussion and consideration. The overall goal of this process is to enable the Company to provide total compensation opportunities competitive with prevailing practices in the Company’s industry and within the Company’s peer group. The Compensation Committee engaged Pay Governance to help construct the 2024 Peer Group. The following specific factors, among other things, were considered during the construction of the 2024 Peer Group: •Market capitalization •Revenue •Assets (for financial companies) •Geographic footprint (specifically companies with operations in both the U.S. and Latin America) •Customer base (specifically serving value-conscious and/or credit-constrained consumers) •Regulatory environment (specifically in highly regulated consumer finance and other financial services industries) •Peer companies used by proxy advisors for comparison purposes •Peers of current peer companies The Compensation Committee believes the lack of public pawnshop competitors creates difficulty in constructing a direct peer group. Accordingly, the 2024 Peer Group is constructed with input from Pay Governance using a broader group of companies which are generally indicative of the under-banked, cash-constrained and value-conscious retail borrower/consumer that make up the majority of the Company’s customer base and which are also aligned with the Company’s increasing size and complexity. The Company has three primary revenue sources: pawn lending, retail sales from its pawn stores and retail POS payment solutions. For 2024, Advance Auto Parts, Inc., Burlington Stores, Inc. and SoFi Technologies, Inc. were added as peer companies, while Designer Brands, Inc., Lending Club Corporation and Ollie’s Bargain Outlet Holdings, Inc. were removed. The modifications were made to better align the peer group with the Company’s revenues, assets and market capitalization. As a result of these changes, the Company believes that the 2024 Peer Group was better aligned with the Company’s industry positioning as described above. The full list of the 2024 Peer Group is as follows:

  11. Role of the Compensation Committee

    | 2024 Peer Group | Geographic Focus | | Pawn and Consumer Finance Companies: | | | Bread Financial Holdings, Inc. | United States and many other countries | | Credit Acceptance Corporation | United States | | Enova International, Inc. | United States, Brazil | | EZCORP, Inc. | United States, Latin America | | OneMain Holdings, Inc. | United States | | SoFi Technologies, Inc. | United States, Latin America, Canada, Hong Kong | | Lease-to-Own and Consumer Services Companies: | | | The Aaron’s Company, Inc. | United States, Canada | | Green Dot Corporation | United States | | H&R Block, Inc. | United States, Canada, Australia | | PROG Holdings, Inc. | United States | | Upbound Group, Inc. | United States, Canada, Latin America, Puerto Rico | | The Western Union Company | United States and many other countries | | Specialty Retail Companies: | | | Academy Sports and Outdoors, Inc. | United States | | Advance Auto Parts, Inc. | United States, Latin America, Canada, Puerto Rico and other Caribbean islands | | Burlington Stores, Inc. | United States, Puerto Rico | | Five Below, Inc. | United States | | Sally Beauty Holdings, Inc. | North America, Latin America, Europe | | Signet Jewelers Limited | United States, Canada, Europe |

  12. Role of the Compensation Committee

    | | 2024 Peer Group Median | FirstCash | FirstCash Percentile of 2024 Peer Group | | Market cap | $3,975 | $4,889 | 65th | | Revenues | $3,202 | $3,152 | 49th | | Assets | $4,869 | $4,290 | 39th |

  13. Elements of Compensation

    Elements of Compensation The Company’s compensation plan for its NEOs is focused on total direct compensation, which is primarily performance-based and at-risk, with a substantially smaller guaranteed portion. The compensation paid to the CEO, COO and CFO currently includes salary, annual performance-based cash incentives and long-term incentive compensation in the form of performance-based and time-based restricted stock awards. The following table summarizes the key elements of compensation in 2024 for the CEO, COO and CFO:

  14. Elements of Compensation

    | | Salary | Annual Performance Incentive Program (“APIP”) | Long-Term Incentive Program (“LTIP”) | | Form of compensation | Cash | Cash | Equity — Restricted Stock Awards | | Type | Fixed | Performance-based | 50% Performance-based 50% Time-based | | Purpose | Fixed pay | Drive short-term financial performance and growth | Drive long-term growth, align management interests with those of stockholders and promote retention | | Performance period | Ongoing | 1 year | 3 years | | Performance measures | N/A | Adjusted earnings per share Adjusted EBITDA Net revenue | Adjusted net income Relative stockholder return | | Performance determination | Based on performance, experience and expertise | Formulaic | Formulaic |

  15. Elements of Compensation

    Compensation paid to the AFF president includes annual and long-term performance elements structured similarly to the plans outlined above for the CEO, COO and CFO, but with certain performance metrics specific to the retail POS payment solutions segment operating results for which the AFF president is primarily responsible. Compensation paid to the SVP – Latin American Operations includes salary, discretionary cash bonus and long-term incentive compensation in the form of time-based restricted stock awards. The discretionary cash bonus reflects attainment of financial and operational objectives based on subjective input of the CEO which is reviewed by the Compensation Committee. “At-Risk” Pay Mix Over half of the compensation for the Company’s CEO, COO, CFO and AFF president is in the form of at-risk variable compensation. All annual cash awards and 50% of long-term equity awards are variable under objective, performance-based plans, with the only significant element of fixed compensation being each NEO’s salary and the portion of the restricted stock award grant which is time-based. Time-vested equity awards under the long-term incentive plan cliff vest at the end of a three-year period and ultimate value at vesting will reflect the value of the Company’s stock at the time of vesting. The Company does not provide other supplemental retirement plans or other non-qualified plans, which are typically not performance-based. Accordingly, the Company believes the pay mix for the NEOs appropriately aligns their interests with those of its stockholders. The mix of compensation elements at target award levels for the CEO used in 2024 is as follows: The mix of compensation elements at target award levels for the average of the COO, CFO and the AFF president used in 2024 is as follows:

  16. Key Features of the Executive Compensation Program

    | What The Executive Compensation Program Does: | What The Executive Compensation Program Does Not Do: | | Emphasizes an appropriate mix of cash and equity, annual and long-term compensation and fixed and variable pay. For 2024, 100% of the APIP and 50% of the LTIP awards for the CEO, COO, CFO and AFF president are performance-based and use multiple metrics in each plan | Does not provide for annual cash incentive compensation payouts based on a single performance metric, reducing compensation program risk as a result | | Pays senior executives’ salaries commensurate with their backgrounds, years of experience, special skill sets and competitive practice | Does not provide guaranteed salary increases or guaranteed incentive-based or other long-term compensation payouts to executives | | Provides annual cash incentive awards that are tied directly to the Company’s performance, which is based on achievement of target earnings and net revenue metrics | Does not normally contemplate discretionary cash awards to the CEO, COO, CFO and AFF president, but does recognize that there may be situations when judgment can and should be exercised in the context of unusual and unanticipated circumstances | | Caps the maximum annual incentive award and long-term performance award for the CEO, COO, CFO and AFF president and provides minimum performance thresholds below which no incentive awards are granted, serving to manage compensation program risk | Does not provide for automatic minimum payout awards for annual or long-term performance-based awards | | Provides annual grants of long-term performance-based equity awards based on attainment of cumulative long-term growth targets for adjusted net income along with relative total stockholder returns coupled proportionally with time-vested awards Equity awards are forfeited if the executive leaves the Company voluntarily (other than retirement) or is terminated before the vesting date, which is generally three years from the date of grant for the senior executives | Does not dilute the Company’s stockholders with excessive equity grants to employees. The Company’s 2024 “burn rate,” or stock awards granted (assuming achievement of target award outcomes) as a percentage of the weighted-average common shares outstanding, was 0.34% | | Change in control provisions for the senior executive officers have “double-trigger” severance and equity benefits in the event of involuntary termination following a change in control in exchange for a two-year non-compete and non-solicitation agreement | Does not provide for “single-trigger” severance upon a change in control or excise tax gross-up protection for executives in connection with a change in control | | Cash severance payments to senior executive officers for a non-change-in-control termination without cause are capped at 50% of the sum of current salary and average cash bonus over the past three years | Does not provide tax gross-ups for severance payments or any other benefits | | Senior executives participate in the same 401(k) retirement plan as all other domestic employees and receive modest perquisites with a sound business rationale | Does not provide supplemental retirement plans, non-qualified deferred compensation plans or other excessive executive perquisites | | Subjects all incentive-based compensation to a “clawback” policy that requires the Company, in the event of a restatement of its financial results, to recover excess amounts erroneously paid to NEOs | Does not encourage unnecessary or excessive risk-taking as a result of the Company’s compensation policies | | Requires NEOs and directors to meet robust stock ownership guidelines | Does not permit hedging of Company stock unless approved by the Compensation Committee |

  17. Salary

    Salary The Company offers what it believes to be competitive salaries to its NEOs. The salary must be sufficient to attract and retain talented executives and provide a secure base of cash compensation. In addition, salary levels for the Company’s NEOs are set at levels the Compensation Committee believes to be, based on its general business experience and review of peer company data, competitive in relation to the salary levels of executive officers in the Company’s peer group, taking into consideration the NEO’s position, tenure, responsibility and need for special expertise. In setting the CEO’s salary in particular, the Compensation Committee believes Mr. Wessel’s long tenure with the Company, including 18 years as the CEO, and the significant complexity of operating over 3,000 pawn locations in five countries along with the AFF business line, warrants a salary above the median for the peer group. Annual salary increases, typically determined in January of each year, are not guaranteed. Salary increases, if any, take into account factors such as the executive’s performance against job expectations, changes in the market, increased job responsibilities and experience. The 4% increases for 2024 were aligned with the overall salary increase budget in 2024 for the entire organization. The following table details each NEO’s salary amounts for 2024, 2023 and 2022:

  18. Short-Term Incentive Compensation

    Short-Term Incentive Compensation The Company’s short-term incentive plans for the NEOs are intended to drive annual operating and financial results deemed crucial to the Company’s success. Senior Executive APIP The CEO, COO and the CFO are granted opportunities to earn annual cash incentive compensation through the senior executive APIP based upon the achievement of annual performance goals established by the Compensation Committee, which are tied to specified objective performance measures that are designed to reinforce the Company’s focus on growth and profitability. The performance targets are established by the Compensation Committee using the Company’s annual operating plan prepared by management and reviewed and approved by the Board of Directors at the beginning of each year. The Company’s level of achievement of the performance goals will result in the payment of a cash incentive award equal to a percentage of the salary of the participating NEO. Under the senior executive APIP, the CEO may earn an annual cash incentive between 0% and 300% of his salary, while the COO and CFO may earn between 0% and 200% of their respective salaries. The target award is 150% of salary for the CEO and 125% of the respective salaries for the COO and CFO. The range of percentages and target awards for each participating NEO are based on the scope of the officer’s responsibilities, internal pay equity and competitive considerations, and is reviewed annually by the Compensation Committee. There were no changes in the range of percentage payouts and target awards for 2024 compared to 2023. The 2024 financial performance measures, weightings and goals were set in late January 2024 using target growth rates over 2023 actual results, as follows (dollars in thousands, except per share amounts):

  19. Short-Term Incentive Compensation

    | Performance Measure | Weighting | 2023 Actual | | Target 2024 Growth Rate | | 2024 Target | | | Adjusted diluted earnings per share | 37.5% | $ | 6.06 | | 11% | $ | 6.70 | | Adjusted EBITDA | 37.5% | $ | 511,732 | | 9% | $ | 558,000 | | Net revenue (gross profit) | 25.0% | $ | 1,507,239 | | 8% | $ | 1,624,000 |

  20. Short-Term Incentive Compensation

    The Compensation Committee believes the nature and weighting of the performance measures should provide an appropriate mix of short-term targets directed primarily at earnings growth: •Adjusted diluted earnings per share represents the performance metric which the Compensation Committee believes is most closely correlated to stockholder returns over a one-year period. •Adjusted EBITDA also measures the achievement of earnings targets but excludes the impact of share issuances/repurchases, financing activities, income taxes and non-cash depreciation/amortization expenses, resulting in a more precise measure of pure operating profitability. •Net revenue measures both the amount and quality of top-line revenue growth, as it includes a profitability component (gross profit), which includes the impact of cost of goods sold, lease-to-own depreciation expense and lease and loan loss provisioning. The following table sets forth the threshold, target and maximum performance goals for each performance measure and the actual performance achieved during 2024 (dollars in thousands, except per share amounts):

  21. Short-Term Incentive Compensation

    | | 2024 Performance Ranges | | | | | | 2024 Actual Performance | | 2024 Actual Performance As % of Target | | Performance Measure | Threshold | | Target | | Maximum | | | | | | Adjusted diluted earnings per share | $ | 6.30 | $ | 6.70 | $ | 7.10 | $ | 6.70 | 100.0% | | Adjusted EBITDA | $ | 524,000 | $ | 558,000 | $ | 591,000 | $ | 558,437 | 100.1% | | Net revenue (gross profit) | $ | 1,526,000 | $ | 1,624,000 | $ | 1,721,000 | $ | 1,629,532 | 100.3% |

  22. Short-Term Incentive Compensation

    The Compensation Committee believes the amounts earned under the 2024 senior executive APIP appropriately reflect the Company’s strong operating results for 2024: •Adjusted earnings per share was a record $6.70 per share, an increase of 11% over the prior year, which represented achievement at the target payout percentage. •Adjusted EBITDA was a record $558 million, an increase of 9% over the prior year, which represented achievement at the target payout percentage. •Net revenue was $1.6 billion, an increase of 8% over the prior year, which represented achievement slightly above the target payout percentage. The following table sets forth the threshold, target and maximum percentages of each eligible NEO’s salary available to be earned, the percentage of each participant’s salary earned based on the actual performance achieved and the actual award paid in total for the three performance measures described above:

  23. Short-Term Incentive Compensation

    | | | | | Award Earned Based on Actual Performance (% of Salary) | Cash Incentive Award Earned Based on Actual Performance | | | Potential Award (% of Salary) | | | | | | NEO | Threshold | Target | Maximum | | | | Rick L. Wessel, CEO | 25% | 150% | 300% | 153% | $2,176,748 | | T. Brent Stuart, COO | 25% | 125% | 200% | 126% | $1,072,012 | | R. Douglas Orr, CFO | 25% | 125% | 200% | 126% | $998,080 |

  24. Short-Term Incentive Compensation

    Summary of Historical Payout Results of the Senior Executive APIP The Compensation Committee believes the historical payouts under the senior executive APIP demonstrate sufficient rigor in its annual goal-setting process. Over the past five years: •The average payout to the CEO was 200%, compared to a target payout of 150% and a maximum payout of 300% •The average payout to the COO and CFO was 147%, compared to a target payout of 125% and a maximum payout of 200% •The maximum payout was not achieved during the five-year period The following chart details the actual award percentage payout over the past five years to the CEO, COO and CFO (shown as percentage of base salary): AFF President Annual Performance-Based Incentive Compensation The compensation program for the AFF president provides him the opportunity to earn annual cash incentive compensation based upon the achievement of annual performance goals tied to specified objective performance measures weighted equally between the performance of the AFF segment and the Company’s consolidated performance results. The performance targets are established by the Compensation Committee using the Company’s annual operating plan prepared by management and reviewed and approved by the Board of Directors at the beginning of each year. The AFF president may earn an annual cash incentive between 0% and 200% of his salary based on the level of achievement of the performance goals, with a target award equal to 125% of his salary. In January 2024, the Compensation Committee established the following performance measures and weightings for the AFF president’s annual cash incentive compensation:

  25. Short-Term Incentive Compensation

    | Performance Measure | Weighting | | AFF segment adjusted EBITDA (1) | 25% | | AFF segment expense(1) | 25% | | FirstCash consolidated adjusted diluted earnings per share (2) | 25% | | FirstCash consolidated adjusted EBITDA (2) | 25% |

  26. Short-Term Incentive Compensation

    (1)The threshold and maximum performance goals for these performance measures were 94% and 106% of target for the respective performance measure. (2)The threshold, target and maximum performance goals for these performance measures were identical to those used in the senior executive APIP for the CEO, COO and CFO as described above. The following table sets forth the threshold, target and maximum percentages of the AFF president’s salary available to be earned, the percentage of his salary earned based on the actual performance achieved and the actual award paid:

  27. Short-Term Incentive Compensation

    | | | | | Award Earned Based on Actual Performance (% of Salary) | Cash Incentive Award Earned Based on Actual Performance | | | Potential Award (% of Salary) | | | | | | NEO | Threshold | Target | Maximum | | | | Howard F. Hambleton, AFF President | 25% | 125% | 200% | 123% | $807,398 |

  28. Short-Term Incentive Compensation

    The overall award represented performance attained at target for FirstCash consolidated performance measures (as described in the “Senior Executive APIP” section above), 97% of target for AFF segment adjusted EBITDA and 104% of target for AFF segment expense (the Compensation Committee has elected not to disclose the actual performance for the AFF segment adjusted EBITDA and AFF segment expense performance measures due to the potential to cause competitive harm). Other Cash Bonuses Mr. Ramos, SVP – Latin American Operations and a NEO, and other key employees are paid annual discretionary cash bonuses to reflect the breadth of their expertise and responsibility, achievement of certain financial or strategic results and to make the cash component of compensation competitive with that of the Company’s peers. While the Company maintains broad discretion to vary overall cash compensation for a given year by varying the amount, if any, of such cash bonuses, these bonuses are typically determined by evaluating financial and strategic targets such as segment operating profits and key performance metrics, among other criteria. These cash bonuses may reflect a material part of the employees’ overall compensation, with payments commensurate with the employees’ position, responsibilities and individual and overall Company performance. The resulting 2024 cash bonus award of $1,050,000 to Mr. Ramos was reviewed and approved by the Compensation Committee based on the CEO’s recommendation. The award for 2024 was reflective of Mr. Ramos’ contributions in leading the Latin American pawn revenues and earnings growth in 2024 compared to 2023, as highlighted above.

  29. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Company grants annual equity awards to its NEOs and certain other employees to provide incentive for them to achieve targeted levels of financial performance, stay with the Company over the long term and align their interests with those of the Company’s stockholders. These equity awards also provide additional flexibility to the Compensation Committee to reward superior performance by NEOs and other employees. Generally, these awards are established and granted in late January or early February of each year. The date of grant for all equity awards is the date of Compensation Committee approval. The Company believes all such equity grants as described herein align the executives’ interests with those of the Company’s stockholders. While the use of equity awards is an important part of the Company’s overall executive compensation program, the Company is also aware of its responsibility to its stockholders to exercise judgement in the granting of such awards. As a result, the Company monitors its annual share usage, or “burn rate,” and the potential dilutive impact of equity awards on its stockholders. The annual share usage, or burn rate, of equity awards for the last three years was as follows:

  30. Long-Term Incentive Compensation

    | | 2024 | | 2023 | | 2022 | | | Total restricted stock awards granted at target (annual share usage) | | 155,001 | | 164,703 | | 151,796 | | Weighted-average common shares outstanding | | 44,965,000 | | 45,452,000 | | 47,213,000 | | Annual share usage as percentage of shares outstanding (burn rate) | 0.34 | | 0.36 | | 0.32 | |

  31. Long-Term Incentive Compensation

    Senior Executive LTIP The Compensation Committee has established an LTIP for its three most senior executives, the CEO, COO and CFO, with all of the awards provided in the form of time-based and performance-based restricted stock awards which vest over a three-year period. These awards are designed to provide alignment of executives’ interests with those of stockholders through long-term ownership of Company stock. For 2024, 50% of the awards are contingent upon the Company attaining defined performance goals tied to earnings and stockholder return metrics over a three-year period and 50% are time-based with cliff vesting after three years. To determine the number of performance-based restricted stock awards that vest, the Compensation Committee measures the cumulative performance of the Company at the end of the three-year performance period against the cumulative performance goals approved by the Compensation Committee typically in the first quarter of the year of the initial grant. The Company’s level of achievement of the performance goals set forth in the cumulative performance period will result in the vesting of the performance-based awards between zero and 150% of a stated target number of shares, while the time-vested awards are fixed at target. The target number of shares for each participating executive officer is based on the scope of the officer’s responsibilities, internal pay equity among participating executive officers with similar responsibilities and competitive considerations and is reviewed annually by the Compensation Committee. 2024 Senior Executive LTIP Grants In January 2024, performance-based and time-based restricted stock awards were granted under the senior executive LTIP to the CEO, COO and CFO. The Compensation Committee established the following vesting conditions, award weightings and performance/service periods for the January 2024 awards:

  32. Long-Term Incentive Compensation

    | Performance-Based Restricted Stock Awards | | | | Performance Measure | Weighting (At Target) | Cumulative Performance Period | | Adjusted net income | 25% | January 1, 2024 — December 31, 2026 | | Three-year TSR vs. compensation peer group | 25% | January 1, 2024 — December 31, 2026 |

  33. Long-Term Incentive Compensation

    | Time-Based Restricted Stock Awards | | | | Service Condition | Weighting | Service Period | | Time vested award (three-year cliff vesting) | 50% | Vesting Date — December 31, 2026 |

  34. Long-Term Incentive Compensation

    The Compensation Committee believes the nature and weighting of the senior executive LTIP awards granted for 2024 provide an appropriate mix of long-term targets directed at core earnings growth, total stockholder returns and executive retention. •The adjusted net income performance measure provides what the Compensation Committee believes is the most meaningful measure of the Company’s true long-term operating performance. The adjusted net income measure excludes certain items that management believes are non-operating in nature and are not representative of the Company’s core operating performance. The adjusted net income cumulative three-year performance goal, which was established in January 2024, is based on target adjusted net income for 2024 (on a basis which was equivalent to the level of the target earnings metrics used in the senior executive APIP) with increases in 2025 and 2026 based on long-term growth rates established by the Compensation Committee. The Compensation Committee has elected not to disclose adjusted net income goals for the 2024-2026 LTIP grants due to the potential to cause competitive harm and to remain consistent with the Company’s policy of not providing long-term guidance to the market. •The TSR measure is tied directly to the Company’s share price and dividend payouts compared to its defined compensation peers. This metric measures management’s ability to create future stockholder value and further aligns the interests of management and the Company’s stockholders. The three-year TSR target was established at the 50th percentile of the 2024 Peer Group. The threshold TSR award was set at the 25th percentile while the maximum TSR award was set at the 75th percentile. •Time-vested awards provide a further executive retention incentive and are structured so that the awards do not vest unless the executive remains employed for the three-year period ending December 31, 2026. These awards further align executives’ interests with those of stockholders through long-term ownership of Company stock. The Compensation Committee, with the assistance of Pay Governance, benchmarked the structure, performance measures and weighting of the Company’s senior executive LTIP award program with that of its peer group and determined the Company’s program was substantially in-line with its peers. The following table sets forth each participant’s threshold, target and maximum stock grant opportunities and the respective grant date fair value of the performance-based awards for the 2024 senior executive LTIP grants:

  35. Long-Term Incentive Compensation

    | | CEO | | | COO | | | CFO | | | | | Threshold (1) | Target | Maximum | Threshold (1) | Target | Maximum | Threshold (1) | Target | Maximum | | Considered Award Value (2): | | | | | | | | | | | Adjusted net income | $510,213 | $2,040,850 | $3,061,258 | $187,128 | $748,510 | $1,122,735 | $159,885 | $639,540 | $959,268 | | TSR relative to the Company’s peer group | 1,020,425 | 2,040,850 | 3,061,275 | 374,255 | 748,510 | 1,122,765 | 319,770 | 639,540 | 959,310 | | Total | $1,530,638 | $4,081,700 | $6,122,533 | $561,383 | $1,497,020 | $2,245,500 | $479,655 | $1,279,080 | $1,918,578 | | Award Shares Granted (3): | | | | | | | | | | | Adjusted net income | 4,584 | 18,335 | 27,503 | 1,681 | 6,724 | 10,087 | 1,436 | 5,745 | 8,619 | | TSR relative to the Company’s peer group | 9,167 | 18,335 | 27,502 | 3,362 | 6,725 | 10,087 | 2,873 | 5,746 | 8,618 | | Total | 13,751 | 36,670 | 55,005 | 5,043 | 13,449 | 20,174 | 4,309 | 11,491 | 17,237 |

  36. Long-Term Incentive Compensation

    (1)No award is earned if actual performance is less than the performance measure threshold amounts. (2)The considered award values are amounts determined by the Compensation Committee in setting target compensation and are used to determine the number of award shares granted. These values do not represent the grant date fair value shown in the “Stock Awards” column of the Summary Compensation Table (“SCT”) below. (3)Award shares granted are determined by dividing the considered award values by the average of the closing price of the Company’s stock over the 45 trading days immediately prior to the grant date, which was $111.31 per share. Time-based restricted stock awards represented 50% of the target awards granted in January 2024. The time-based awards have a three-year cliff vesting schedule under which the shares will vest if the participant remains employed by the Company through December 31, 2026. The following table sets forth each participant’s time-based stock grant award value and shares granted:

  37. Long-Term Incentive Compensation

    | Participant | Considered Award Value (1) | | Award Shares Granted (2) | | | Rick L. Wessel, CEO | $ | 4,081,700 | | 36,669 | | T. Brent Stuart, COO | | 1,497,020 | | 13,449 | | R. Douglas Orr, CFO | | 1,279,080 | | 11,491 |

  38. Long-Term Incentive Compensation

    (1)The considered award values are amounts determined by the Compensation Committee in setting target compensation and are used to determine the number of award shares granted. These values do not represent the grant date fair value shown in the “Stock Awards” column of the SCT below. (2)Award shares granted are determined by dividing the considered award values by the average of the closing price of the Company’s stock over the 45 trading days immediately prior to the grant date, which was $111.31 per share. Historical Senior Executive LTIP Grants and Performance 2022 Senior Executive LTIP Grants — In 2022, the CEO, COO and CFO were granted performance-based and time-based restricted stock awards under the senior executive LTIP. The performance-based awards had a three-year cumulative performance period that began on January 1, 2022 and ended on December 31, 2024 with performance measures of adjusted net income and relative TSR over the three-year cumulative period. Actual performance results for the Company over the three-year period exceeded the maximum payout threshold for both performance measures. The following table sets forth the three-year cumulative performance goals for each of the performance measures and the actual three-year cumulative performance achieved (dollars in thousands):

  39. Long-Term Incentive Compensation

    | | | Cumulative Performance Goals | | | | | | Cumulative Actual Performance | | Payout as a % of Target Shares | | 2022 Grant Performance Measure | Weight | Threshold | | Target | | Maximum | | | | | | Adjusted net income (1) | 35% | $ | 704,000 | $ | 761,000 | $ | 818,000 | $ | 825,291 | 150% | | Relative TSR (percentile) (2) | 35% | | 25th | | 50th | | 75th | | 83rd | 150% | | Weighted Total Payout | | | | | | | | | | 150% |

  40. Long-Term Incentive Compensation

    (1)Adjusted net income as presented in the Company’s SEC filings. (2)The Company’s TSR as a percentile of the Company’s compensation peer group established for 2022. The following table sets forth each participant’s threshold, target and maximum stock grant opportunities for the performance-based awards based on the achievement of the respective three-year cumulative performance goals and the actual number of shares that vested based on the actual three-year cumulative performance period that ended on December 31, 2024:

  41. Long-Term Incentive Compensation

    | | | | | | Shares Awarded Based on Actual Three-Year Cumulative Performance | | | Potential Share Award | | | Payout as a % of Target Shares | | | Participant | Threshold | Target | Maximum | | | | Rick L. Wessel, CEO | 18,612 | 49,631 | 74,447 | 150% | 74,447 | | T. Brent Stuart, COO | 6,457 | 17,219 | 25,829 | 150% | 25,829 | | R. Douglas Orr, CFO | 6,457 | 17,219 | 25,829 | 150% | 25,829 |

  42. Long-Term Incentive Compensation

    The Compensation Committee believes the amounts earned under the 2022 senior executive LTIP appropriately reflect the Company’s strong operating results and shareholder returns for the three-year period ended December 31, 2024: •Adjusted net income over the three-year period increased each year, with an average growth rate of 25% over each preceding year. •The Company’s total shareholder return over the three-year period was 44% compared to the median shareholder of the peer group of negative 4%. The remaining 30% of the 2022 senior executive LTIP grant was time-based restricted stock awards having a three-year cliff vesting schedule under which the shares vested if the participant remained employed by the Company through December 31, 2024. The CEO, COO and CFO continued to be employed as of December 31, 2024. Therefore, each vested in 21,270 shares, 7,379 shares and 7,379 shares, respectively, on December 31, 2024. 2023 Senior Executive LTIP Grants — In 2023, the CEO, COO and CFO were granted performance-based and time-based restricted stock awards under the senior executive LTIP. The performance-based awards have a three-year cumulative performance period that began on January 1, 2023 and ends on December 31, 2025. The time-based awards have a three-year cliff vesting schedule under which the shares will vest if the participant remains employed by the Company through December 31, 2025. These grants are more fully described in the table of Outstanding Equity Awards as of December 31, 2024 provided later in this section. Summary of Historical Performance-Based Senior Executive LTIP Payout Results The historical payout results for the performance-based senior executive LTIP awards indicate the performance goals have historically demonstrated a sufficient level of rigor. For the past five award cycles with completed performance periods (the 2018, 2019, 2020, 2021 and 2022 grants): •The average payout for the five-year period was 114% of the target award. •The maximum payout of 150% of target was only achieved for two grants, the 2021 and 2022 award. •The 2019 grant resulted in no payout to the executives. The following chart details the senior executive LTIP award earned over the performance period for the CEO, COO and CFO for the 2018, 2019, 2020, 2021 and 2022 grants: Long-Term Equity Awards to Other NEOs The long-term equity awards granted to the AFF president were structured similarly to the senior executive LTIP awards described above for the CEO, COO and CFO. The AFF president receives performance-based restricted stock awards tied to AFF’s adjusted EBITDA and the Company’s relative TSR performance, both weighted equally and over a three-year performance period. For 2024, the total threshold, target and maximum performance-based awards were 2,304 shares, 6,145 shares and 9,218 shares, respectively. In addition, the AFF president was granted 6,145 time-based restricted stock awards that have a three-year cliff vesting schedule under which the shares will vest if he remains employed by the Company through December 31, 2026. In 2022, the AFF president was granted performance-based and time-based long-term equity awards, which were structured similarly to the 2022 senior executive LTIP awards described above for the CEO, COO and CFO. The performance measures were AFF segment adjusted EBITDA and the Company’s relative TSR performance, both weighted equally and over a three-year performance period that ended on December 31, 2024. The total threshold, target and maximum performance-based awards were 2,849 shares, 7,596 shares and 11,394 shares, respectively. Based on the achievement of the respective three-year cumulative performance goals, 5,697 shares vested on December 31, 2024 which represented performance attained at 150% of target for the Company’s relative TSR performance measure (as described in the “Historical LTIP Grants and Performance” section above). Actual performance for the AFF segment adjusted EBITDA was 88% of target which was slightly below the threshold performance level (the Compensation Committee has elected not to disclose the actual performance for the AFF segment adjusted EBITDA performance measure due to the potential to cause competitive harm). The AFF president also vested in 3,256 time-based awards on December 31, 2024. Additionally, in January 2024, the Company granted 4,000 time-based restricted stock awards to Mr. Ramos, SVP – Latin American Operations, which vest in five equal annual installments and become fully vested in January 2029. The amount, structure and applicable performance targets for long-term equity awards to the other NEO’s were reviewed and approved by the Compensation Committee.

  43. Compensation Plan Actions for 2025

    Compensation Plan Actions for 2025 Based on recommendations from Pay Governance and the Compensation Committee, the short-term and long-term incentive award structures for the CEO, CFO, COO and other NEOs will remain identical in 2025 to those utilized in 2024. Additionally, using updated financial metrics at the end of 2024, Pay Governance reviewed the composition of the Company’s compensation peer group. The Aaron’s Company, Inc. is being removed from the peer group as the company is now privately owned with Pay Governance recommending that Foot Locker, Inc. should be added to further improve industry and size alignment. This new 2025 Peer Group was adopted by the Compensation Committee in January 2025 and used to evaluate pay decisions in 2025.

  44. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation paid or earned by the 2024 NEOs for the years ended December 31, 2024, 2023 and 2022.

  45. Summary Compensation Table

    | | | | | | Non- | | | | | | | | | Equity | | | | | | | | | Incentive | | | | | | | | | Plan | All Other | | | Name and | | | | Stock | Compen- | Compen- | | | Principal | | Salary | Bonus | Awards | sation | sation | Total | | Position | Year | $ | $ | $(1) | $(2) | $(3) | $ | | Rick L. Wessel, | 2024 | 1,424,457 | — | 8,343,435 | 2,176,748 | 125,017 | 12,069,657 | | Vice-Chairman, Chief | 2023 | 1,321,593 | — | 7,016,337 | 3,805,580 | 113,385 | 12,256,895 | | Executive Officer | 2022 | 1,258,660 | — | 5,155,277 | 3,327,582 | 95,316 | 9,836,835 | | T. Brent Stuart, | 2024 | 848,069 | — | 3,060,112 | 1,072,012 | 22,633 | 5,002,826 | | President, Chief | 2023 | 815,451 | — | 2,573,318 | 1,581,788 | 19,660 | 4,990,217 | | Operating Officer | 2022 | 776,620 | — | 1,788,532 | 1,414,905 | 17,346 | 3,997,403 | | R. Douglas Orr, | 2024 | 789,582 | — | 2,614,576 | 998,080 | 11,068 | 4,413,306 | | EVP, Chief Financial | 2023 | 759,213 | — | 2,295,101 | 1,472,699 | 10,661 | 4,537,674 | | Officer, Secretary, | 2022 | 723,060 | — | 1,788,532 | 1,317,325 | — | 3,828,917 | | Treasurer | | | | | | | | | Howard F. Hambleton | 2024 | 655,200 | — | 1,398,128 | 807,398 | — | 2,860,726 | | AFF President | 2023 | 630,000 | — | 1,227,382 | 1,236,375 | — | 3,093,757 | | | 2022 | 600,000 | — | 789,072 | 600,000 | — | 1,989,072 | | Raul R. Ramos, | 2024 | 520,000 | 1,050,000 | 459,080 | — | 11,385 | 2,040,465 | | SVP – Latin American | 2023 | 500,000 | 800,000 | 367,040 | — | 11,010 | 1,678,050 | | Operations | 2022 | 481,893 | 750,000 | 279,120 | — | 10,385 | 1,521,398 |

  46. Summary Compensation Table

    (1)Amounts represent the grant date fair value determined in accordance with FASB ASC Topic 718 of restricted stock awards granted, which are described in the “Long-Term Incentive Compensation” section of the “Compensation Discussion and Analysis” above. The grant date fair value of time-based restricted stock awards was based on the closing market price of the Company’s Common Stock on the date of grant multiplied by the number of restricted stock awards granted. The grant date fair value of performance-based restricted stock awards that may be earned based on achievement of certain performance measures was based on the closing price of the Company’s Common Stock on the date of grant and the probable outcome of performance-based conditions at the time of grant. The grant date fair value for performance-based restricted stock awards that may be earned based on relative TSR performance was determined using a Monte-Carlo simulation model. If achievement of the highest level of performance-based conditions is assumed, the grant date fair value of the stock awards granted to Messrs. Wessel, Stuart, Orr, Hambleton and Ramos would be $10,521,425, $3,858,912, $3,297,113, $1,763,212 and $459,080, respectively. (2)Amounts represent cash incentive awards earned under the terms of the Company’s APIP which provide for the payment of annual cash incentive compensation based upon the achievement of performance goals established annually by the Compensation Committee based on one or more specified performance criteria, as more fully described in the “Compensation Discussion and Analysis” above. (3)The Company provides the NEOs with certain group life, health, medical, and other noncash benefits generally available to all salaried employees that are not included in this column pursuant to SEC rules. As permitted by SEC rules, no amounts are shown in this table for perquisites and personal benefits for any individual NEOs for whom such amounts do not exceed $10,000 in the aggregate. Mr. Wessel’s all other compensation for 2024 includes matching contributions under the First Cash 401(k) Profit Sharing Plan of $8,625, an automobile allowance of $8,776, Company-paid health insurance premiums in the amount of $9,920 and personal use of the corporate aircraft in the amount of $97,696. The incremental cost of the personal use of the corporate aircraft was determined on a per-flight and/or hours-used basis based on variable costs associated with personal flight activity. The variable costs used in the calculation included fuel, crew compensation and travel, certain maintenance and repair expenses, related unoccupied positioning, or “deadhead,” flights, landing/parking and supplies. Mr. Stuart’s all other compensation for 2024 includes matching contributions under the First Cash 401(k) Profit Sharing Plan of $8,625 and reimbursement for dues at a country club in the amount of $14,008. Mr. Orr’s all other compensation for 2024 includes matching contributions under the First Cash 401(k) Profit Sharing Plan of $8,625 and reimbursement for dues at a business/athletic club in the amount of $2,443. Mr. Ramos’ all other compensation for 2024 includes matching contributions under the First Cash 401(k) Profit Sharing Plan of $8,625 and reimbursement for dues at a country club in the amount of $2,760.

  47. Grants of Plan-Based Awards for 2024

    Grants of Plan-Based Awards for 2024 The following table provides information regarding individual grants of plan-based awards to the NEOs during 2024. Except as set forth below, there were no other grants of equity or non-equity awards to NEOs during 2024.

  48. Grants of Plan-Based Awards for 2024

    | Name | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards (5) $ | | | | Thresh- old ($) | Target ($) | Maximum ($) | Thresh- old (#) | Target (#) | Maximum (#) | | | | Wessel | | | | | | | | | | | APIP | — | 89,029 | 2,136,685 | 4,273,370 | — | — | — | — | — | | LTIP - Performance-based | 1/31/24 | — | — | — | 4,584 | 36,670 | 55,005 | — | 4,134,934 | | LTIP - Time-based | 1/31/24 | — | — | — | — | — | — | 36,669(3) | 4,208,501 | | Stuart | | | | | | | | | | | APIP | — | 53,004 | 1,060,086 | 1,696,138 | — | — | — | — | — | | LTIP - Performance-based | 1/31/24 | — | — | — | 1,681 | 13,449 | 20,174 | — | 1,516,570 | | LTIP - Time-based | 1/31/24 | — | — | — | — | — | — | 13,449(3) | 1,543,542 | | Orr | | | | | | | | | | | APIP | — | 49,349 | 986,977 | 1,579,163 | — | — | — | — | — | | LTIP - Performance-based | 1/31/24 | — | — | — | 1,436 | 11,491 | 17,237 | — | 1,295,754 | | LTIP - Time-based | 1/31/24 | — | — | — | — | — | — | 11,491(3) | 1,318,822 | | Hambleton | | | | | | | | | | | APIP | — | 40,950 | 819,000 | 1,310,400 | — | — | — | — | — | | LTIP - Performance-based | 1/31/24 | — | — | — | 768 | 6,145 | 9,218 | — | 692,866 | | LTIP - Time-based | 1/31/24 | — | — | — | — | — | — | 6,145(3) | 705,262 | | Ramos | | | | | | | | | | | LTIP - Time-based | 1/31/24 | — | — | — | — | — | — | 4,000(4) | 459,080 |

  49. Grants of Plan-Based Awards for 2024

    (1)Amounts represent threshold, target and maximum potential cash payouts of annual performance-based incentive compensation, which are described in the “Short-Term Incentive Compensation” section of the “Compensation Discussion and Analysis” above. The actual payouts awarded were $2,176,748, $1,072,012, $998,080 and $807,398 to Messrs. Wessel, Stuart, Orr and Hambleton, respectively, and such amounts are reflected in the “Summary Compensation Table” above. (2)Amounts represent threshold, target and maximum potential payouts of performance-based restricted stock awards, which are described in the “Long-Term Incentive Compensation” section of the “Compensation Discussion and Analysis” above. (3)Time-based restricted stock award which cliff vests on December 31, 2026. (4)Time-based restricted stock award which vests in five equal annual installments and becomes fully vested in January 2029. (5)Amounts represent the grant date fair value determined in accordance with FASB ASC Topic 718 of restricted stock awards granted, which are described in the “Long-Term Incentive Compensation” section of the “Compensation Discussion and Analysis” above. The grant date fair value of time-based restricted stock awards was based on the closing market price of the Company’s Common Stock on the date of grant multiplied by the number of restricted stock awards granted. The grant date fair value of performance-based restricted stock awards that may be earned based on achievement of certain performance measures was based on the closing price of the Company’s common stock on the date of grant and the probable outcome of performance-based conditions at the time of grant. The grant date fair value for performance-based restricted stock awards that may be earned based on relative TSR performance was determined using a Monte-Carlo simulation model.

  50. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table provides information on the holdings of stock awards by the NEOs as of December 31, 2024. Each outstanding stock award is shown separately for each NEO.

  51. Outstanding Equity Awards as of December 31, 2024

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) ($) | | Wessel | | | | | | | 36,669(2) | 3,798,908 | 13,751(4) | 1,424,604 | | | 38,174(3) | 3,954,826 | 23,859(5) | 2,471,792 | | Stuart | | | | | | | 13,449(2) | 1,393,316 | 5,043(4) | 522,455 | | | 14,001(3) | 1,450,504 | 8,750(5) | 906,500 | | Orr | | | | | | | 11,491(2) | 1,190,468 | 4,309(4) | 446,412 | | | 12,487(3) | 1,293,653 | 7,805(5) | 808,598 | | Hambleton | | | | | | | 6,145(2) | 636,622 | 2,304(6) | 238,694 | | | 6,678(3) | 691,841 | 9,182(7) | 951,255 | | Ramos | | | | | | | 4,000(8) | 414,400 | | | | | 3,200(9) | 331,520 | | | | | 2,400(10) | 248,640 | | | | | 1,600(11) | 165,760 | | | | | 800(12) | 82,880 | | |

  52. Outstanding Equity Awards as of December 31, 2024

    (1)The market value of the unvested share awards is based on the closing price of the Company’s Common Stock as of December 31, 2024, which was $103.60. (2)Restricted stock award granted in 2024. Vesting is time-based, with 100% scheduled to cliff-vest on December 31, 2026. (3)Restricted stock award granted in 2023. Vesting is time-based, with 100% scheduled to cliff-vest on December 31, 2025. (4)The 2024 restricted stock awards granted to the CEO, COO and CFO are eligible for performance-based vesting on December 31, 2026 upon the achievement of performance measures based on a three-year cumulative performance period ending December 31, 2026. The performance measures are defined as adjusted net income growth and relative TSR over the three-year cumulative period. Based on the Company’s achievement of the performance measures to date (through the year ended December 31, 2024), the awards pertaining to both the adjusted net income and TSR performance measures are reflected at threshold payout, in accordance with SEC guidance. If all of the performance measures for the 2024 performance-based restricted stock awards resulted in a maximum grant upon completion of the vesting period, the CEO would earn 55,005 shares, the COO would earn 20,174 shares and the CFO would earn 17,237 shares. (5)The 2023 restricted stock awards granted to the CEO, COO and CFO are eligible for performance-based vesting on December 31, 2025 upon the achievement of performance measures based on a three-year cumulative performance period ending December 31, 2025. The performance measures are defined as adjusted net income growth and relative TSR over the three-year cumulative period. Based on the Company’s achievement of the performance measures to date (through the year ended December 31, 2024), the awards pertaining to the adjusted net income performance measure are reflected at threshold payout and the awards pertaining to the TSR performance measure are reflected at target payout, in accordance with SEC guidance. If all of the performance measures for the 2023 performance-based restricted stock awards resulted in a maximum grant upon completion of the vesting period, the CEO would earn 57,263 shares, the COO would earn 21,002 shares and the CFO would earn 18,732 shares. (6)The 2024 restricted stock awards granted to the AFF president are eligible for performance-based vesting on December 31, 2026 upon the achievement of performance measures based on a three-year cumulative performance period ending December 31, 2026. The performance measures are defined as AFF segment EBITDA and relative TSR over the three-year cumulative period, which are equally weighted. Based on the Company’s achievement of the performance measures to date (through the year ended December 31, 2024), the award pertaining to the AFF segment EBITDA and TSR performance measures are reflected at threshold payout, in accordance with SEC guidance. If the performance measures for the 2024 restricted stock awards resulted in a maximum grant upon completion of the vesting period, the AFF president would earn 9,218 shares. (7)The 2023 restricted stock awards granted to the AFF president are eligible for performance-based vesting on December 31, 2025 upon the achievement of performance measures based on a three-year cumulative performance period ending December 31, 2025. The performance measures are defined as AFF segment EBITDA and relative TSR over the three-year cumulative period, which are equally weighted. Based on the Company’s achievement of the performance measures to date (through the year ended December 31, 2024), the award pertaining to the AFF segment EBITDA performance measure is reflected at threshold payout and the award pertaining to the TSR performance measure is reflected at target payout, in accordance with SEC guidance. If the performance measures for the 2023 restricted stock awards resulted in a maximum grant upon completion of the vesting period, the AFF president would earn 10,017 shares. (8)Restricted stock award granted in 2024. Vesting is time-based, with 20% scheduled to vest on each of January 31, 2025, 2026, 2027, 2028 and 2029. (9)Restricted stock award granted in 2023. Vesting is time-based, with 20% scheduled to vest on each of February 1, 2024, 2025, 2026, 2027 and 2028. (10)Restricted stock award granted in 2022. Vesting is time-based, with 20% scheduled to vest on each of February 4, 2023, 2024, 2025, 2026 and 2027. (11)Restricted stock award granted in 2021. Vesting is time-based, with 20% scheduled to vest on each of January 28, 2022, 2023, 2024, 2025 and 2026. (12)Restricted stock award granted in 2020. Vesting is time-based, with 20% scheduled to vest on each of January 28, 2021, 2022, 2023, 2024 and 2025.

  53. Stock Awards Vested in 2024

    Stock Awards Vested in 2024 The following table provides information for the NEOs regarding the aggregate number of shares acquired upon the vesting of restricted stock awards and the value realized before the payment of any applicable withholding tax and broker commissions:

  54. Stock Awards Vested in 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (1) | Value Realized on Vesting ($) (2) | | Wessel | 95,717 | 9,916,281 | | Stuart | 33,208 | 3,440,349 | | Orr | 33,208 | 3,440,349 | | Hambleton | 8,953 | 927,531 | | Ramos | 4,000 | 444,368 |

  55. Stock Awards Vested in 2024

    (1)Reflects the gross number of shares received upon the vesting of time-based and performance-based restricted stock awards. (2)Value realized represents the value as calculated based on the price of the Company’s Common Stock on the vesting date. The following table details the number of shares acquired on the vesting of restricted stock awards during 2024 and shows the Company’s executives have held the shares acquired, with the exception of those withheld for tax purposes:

  56. Stock Awards Vested in 2024

    | | | Disposition of Shares Acquired on Vesting of Restricted Stock Awards | | | | Name | Total Shares Vested | Shares Sold | Shares Withheld for Taxes | Remaining Shares Held | | Wessel | 95,717 | — | (29,295) | 66,422 | | Stuart | 33,208 | — | (10,164) | 23,044 | | Orr | 33,208 | — | (10,161) | 23,047 | | Hambleton | 8,953 | — | (1,948) | 7,005 | | Ramos | 4,000 | — | — | 4,000 |

  57. Pay Versus Performance

    Pay Versus Performance As required by SEC rules, the Company is providing the following information about the relationship between “compensation actually paid” (as computed in accordance with SEC rules) to its Principal Executive Officer (“PEO”) and to its other NEOs and certain financial performance of the Company for the most recently completed fiscal years:

  58. Pay Versus Performance

    | | | | Average | | | | | | | | | | Summary | Average | | | | | | | | | Compen- | Compen- | | | | | | | | | sation | sation | | | | | | | Summary | | Table | Actually | Value of Initial Fixed $100 | | | | | | Compen- | Compen- | Total for | Paid to | Investment Based On: | | | | | | sation | sation | Non-PEO | Non-PEO | | Peer Group | | Adjusted | | | Table | Actually | Named | Named | Total | Total | | Diluted | | | Total for | Paid to | Executive | Executive | Shareholder | Shareholder | | Earnings | | | PEO (1) | PEO (2) | Officers (3) | Officers (2) | Return (4) | Return (4) | Net Income | Per Share (5) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | 12,069,657 | 9,287,053 | 3,579,331 | 2,882,113 | 138.37 | 170.67 | 258,815,000 | 6.70 | | 2023 | 12,256,895 | 19,930,731 | 3,574,925 | 4,683,793 | 142.93 | 136.31 | 219,301,000 | 6.06 | | 2022 | 9,836,835 | 15,114,505 | 2,834,198 | 3,793,799 | 113.04 | 126.16 | 253,495,000 | 5.19 | | 2021 | 7,175,467 | 7,215,249 | 2,014,574 | 1,972,295 | 95.77 | 130.71 | 124,909,000 | 3.94 | | 2020 | 10,488,603 | 3,853,657 | 2,791,299 | 1,398,643 | 88.27 | 98.31 | 106,579,000 | 3.01 |

  59. Pay Versus Performance

    (1)Rick Wessel was the Company’s PEO in 2020, 2021, 2022, 2023 and 2024. (2)To calculate compensation actually paid (“CAP”), the following amounts were deducted from and added to SCT total compensation:

  60. Pay Versus Performance

    | PEO | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT total compensation | $12,069,657 | $12,256,895 | $9,836,835 | $7,175,467 | $10,488,603 | | Less fair value of stock awards reported in the SCT | (8,343,435) | (7,016,337) | (5,155,277) | (3,453,904) | (7,478,258) | | Plus fair value as of year end of stock awards granted in current year | 6,853,347 | 9,361,536 | 8,103,054 | 5,177,226 | 3,741,817 | | Change in fair value of stock awards granted in prior years that are outstanding and unvested as of year end | (903,943) | 2,201,800 | 2,287,279 | 840,071 | (2,148,575) | | Change in fair value of stock awards granted in prior years that vested during the current year | (388,573) | 3,126,837 | 42,614 | (2,523,611) | (749,930) | | CAP | $9,287,053 | $19,930,731 | $15,114,505 | $7,215,249 | $3,853,657 |

  61. Pay Versus Performance

    | Average of Non-PEO NEO | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT total compensation | $3,579,331 | $3,574,925 | $2,834,198 | $2,014,574 | $2,791,299 | | Less fair value of stock awards reported in the SCT | (1,882,974) | (1,615,710) | (1,161,314) | (744,532) | (1,458,714) | | Plus fair value as of year end of stock awards granted in current year | 1,531,161 | 2,141,786 | 1,678,775 | 1,083,099 | 798,701 | | Change in fair value of stock awards granted in prior years that are outstanding and unvested as of year end | (277,176) | 568,670 | 443,809 | 156,478 | (605,031) | | Change in fair value of stock awards granted in prior years that vested during the current year | (68,229) | 14,122 | (1,669) | (278,176) | (127,612) | | Less fair value of stock awards forfeited during the current year | — | — | — | (259,148) | — | | CAP | $2,882,113 | $4,683,793 | $3,793,799 | $1,972,295 | $1,398,643 |

  62. Pay Versus Performance

    (3)The non-PEO NEOs included in the averages are the following individuals for each of the years shown:

  63. Pay Versus Performance

    | 2024 | 2023 | 2022 | 2021 | 2020 | | T. Brent Stuart | T. Brent Stuart | T. Brent Stuart | T. Brent Stuart | T. Brent Stuart | | R. Douglas Orr | R. Douglas Orr | R. Douglas Orr | R. Douglas Orr | R. Douglas Orr | | Howard F. Hambleton | Howard F. Hambleton | Howard F. Hambleton (i) | Anna M. Alvarado (ii) | Anna M. Alvarado | | Raul R. Ramos | Raul R. Ramos | Raul R. Ramos | Raul R. Ramos | Raul R. Ramos |

  64. Pay Versus Performance

    (i)Mr. Hambleton joined the Company in December 2021, in conjunction with the AFF acquisition, as the AFF president. (ii)Ms. Alvarado resigned from the Company effective October 8, 2021. (4)For the relevant year, represents the cumulative TSR of the Company and the S&P MidCap 400 – Financials Index from December 31, 2019 though the respective measurement periods ending on December 31 of 2024, 2023, 2022, 2021 and 2020. Each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on December 31, 2019. For purposes of reporting comparative stockholder returns per Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, both the S&P MidCap 400 – Financials Index and the S&P MidCap 400 – Consumer Discretionary Index are used by the Company. Given that more than 50% of the Company’s earnings in 2024 were from consumer finance-related activities, the Company has elected to use the S&P MidCap 400 – Financials Index Returns as the peer group benchmark in this table. For informational purposes, the stockholder returns for the S&P MidCap 400 – Consumer Discretionary Index were $179.62, $164.16, $132.09, $167.26 and 130.99 for 2024, 2023, 2022, 2021 and 2020, respectively. (5)Non-GAAP financial measure. See detailed reconciliation of non-GAAP financial measures provided in Appendix A. The following are the most important financial performance measures used by the Compensation Committee to link compensation actually paid to the Company’s NEOs with the Company’s performance. The role of each of these performance measures on the NEO compensation is further described in the “Compensation Discussion and Analysis” section above: •Adjusted diluted earnings per share •Adjusted net income •Adjusted EBITDA •Net revenue (gross profit) •TSR relative to compensation peers The following charts reflect that the CAP over the five-year period ended December 31, 2024 aligns to trends in the Company’s financial results over the same period:

  65. Pension Benefits

    Pension Benefits The Company does not have a defined benefit pension plan for its employees. The only retirement plan available to the NEOs is the Company’s qualified 401(k) savings plan, which is generally available to all full-time U.S.-based employees.

  66. Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans The Company does not have nonqualified defined contribution or other nonqualified deferred compensation plans for its employees or directors.

  67. Employment Agreements and Change-in-Control Provisions

    Employment Agreements and Change-in-Control Provisions The Company and the Compensation Committee believe employment agreements are necessary in order to attract and retain key senior executives and, accordingly, the Company has entered into employment agreements with certain current NEOs. The Compensation Committee believes the employment agreements (and the change-in-control provisions included therein) entered into with the NEOs were merited in light of all relevant circumstances, including each individual’s past employment experience, desired terms and conditions of employment and the strategic importance of their respective positions. The Compensation Committee reviews the agreements at the time they are entered into in order to determine current market terms for the particular executive and agreement. The Compensation Committee believes that the change-in-control provisions are necessary in order to retain and maintain stability among the executive group and that the terms of the change-in-control provisions are reasonable based on its review of the change-in-control provisions for similarly situated peer group companies. The change-in-control provisions in the employment agreements for certain NEOs provide for severance benefits only in the event of an involuntary termination of employment by the Company without “cause” or by the executive for “good reason,” as such terms are defined in the employment agreements. The overall goal of the Compensation Committee is to ensure compensation policies are established consistent with the Company’s strategic business objectives and to provide incentives for the attainment of those objectives. This is effected through the establishment and maintenance of a compensation program that includes salary, annual and long-term incentive compensation and stock ownership. The Company did not enter into any new or amended employment agreements in 2024.

  68. Summary of Existing Employment Agreements

    Summary of Existing Employment Agreements CEO, COO, CFO and AFF President Employment Agreements In February 2022, the Company entered into employment agreements with Messrs. Wessel, Stuart, Orr and Hambleton, the Company’s CEO, COO, CFO and AFF president, respectively. The agreements were amended on March 3, 2025 to extend the term of the agreements through December 31, 2026 and to update the annual salaries, to be effective as of January 1, 2025, in the following amounts: $1,452,946 for Mr. Wessel, $897,592 for Mr. Stuart, $807,773 for Mr. Orr and $681,408 for Mr. Hambleton, in each case subject to annual review and increases in the discretion of the Compensation Committee. Under the terms of the agreements, in addition to the annual salary, the executives are eligible to earn an annual incentive based on the satisfaction of performance criteria established by the Compensation Committee for each year during the term of the agreement, with a target incentive opportunity equal to not less than a specified percentage of the executive’s then current salary (150% in the case of Mr. Wessel; 125% in the case of Messrs. Stuart, Orr and Hambleton). In addition, the executives are eligible for grants of stock-based awards under the Company’s long-term equity compensation plan and will be eligible to participate in any of the Company’s incentive, savings, retirement and welfare benefit plans available to other senior officers of the Company. The employment agreements provide that if an executive’s employment with the Company is terminated during the term by the Company without “cause” or by the executive for “good reason” (as such terms are defined in the employment agreements), the executive would be entitled to a lump sum cash severance payment equal to 50% (or 200%, if such termination occurs within twelve months following a change in control of the Company) of the sum of (i) the executive’s salary in effect as of the termination, and (ii) the average of the annual bonuses earned by the executive for each of the three fiscal years immediately preceding the year in which the termination occurs. The executive would also be entitled to continue to participate in the COBRA subsidy. In addition, if such termination occurs within twelve months following a change in control of the Company, the executive would be entitled to a pro rata annual bonus for the year in which the termination occurs and accelerated vesting and full payout under all of his outstanding time-vesting and performance-based equity incentive awards (based on an assumed achievement of all relevant performance goals at “target” level, or based on a higher actual or deemed level of achievement of performance goals, in the sole discretion of the Compensation Committee). Furthermore, if such termination occurs within twelve months following a change in control of the Company, the Company will pay to the executive, in lieu of the COBRA subsidy described above, a lump sum in cash in an amount equal to the full monthly cost of the executive’s health and welfare benefit coverage multiplied by 24. The employment agreements prohibit the executives from competing with the Company during the employment term and for a period of 36 months following termination of employment. The executives would also be prohibited from soliciting Company customers and recruiting Company employees during this period. SVP – Latin American Operations Employment Agreement In July 2018, the Company entered into an employment agreement with Mr. Ramos, the Company’s SVP – Latin American Operations. The initial term of the employment agreement ran through December 31, 2021 and automatically renewed for one-year renewal terms as provided in the agreement. The agreement was amended on March 3, 2025 to extend the term of the agreement through December 31, 2026 and to update the annual salary, to be effective as of January 1, 2025, in the amount of $549,000 for Mr. Ramos, subject to annual review and increases in the discretion of the Compensation Committee. Under the terms of the agreement, in addition to the annual salary, Mr. Ramos is eligible to earn an annual cash bonus based on the breadth of his expertise and responsibility and the achievement of certain financial or strategic results, as determined by the Compensation Committee, for each year during the term of the agreement, with a target cash bonus opportunity equal to not less than a specified percentage of the executive’s then-current salary (50% for Mr. Ramos). In addition, the executive is eligible for grants of stock-based awards under the Company’s long-term equity compensation plan and will be eligible to participate in any of the Company’s incentive, savings, retirement and welfare benefit plans available to other senior officers of the Company. The employment agreement provides that if an executive’s employment with the Company is terminated during the term by the Company without “cause” or by the executive for “good reason” (as such terms are defined in the employment agreements), the executive would be entitled to a lump sum cash severance payment equal to 75% (or 150%, if such termination occurs within twelve months following a change in control of the Company) of the sum of (i) the executive’s salary in effect as of the termination, and (ii) the average of the annual cash incentives earned by the executive for each of the three fiscal years immediately preceding the year in which the termination occurs. The executive would also be entitled to continue to participate in the COBRA subsidy. In addition, if such termination occurs within twelve months following a change in control of the Company, the executive would be entitled to a pro rata annual cash incentive for the year in which the termination occurs and accelerated vesting and full payout under all outstanding time-vesting and performance-based equity incentive awards (based on an assumed achievement of all relevant performance goals at “target” level, or based on a higher actual or deemed level of achievement of performance goals, in the sole discretion of the Compensation Committee). Furthermore, if such termination occurs within twelve months following a change in control of the Company, the Company will pay to Mr. Ramos, in lieu of the COBRA subsidy, a lump sum in cash in an amount equal to the full monthly cost of the executive’s health and welfare benefit coverage multiplied by 18. The employment agreement prohibits Mr. Ramos from competing with the Company during the employment term and for a period of 24 months following termination of employment. Mr. Ramos would also be prohibited from soliciting Company customers and recruiting Company employees during this period. Potential Payments Upon Termination or a Change in Control The employment agreements provide for certain severance payments and other benefits in the event of the executive’s termination of employment or a change in control of the Company followed by termination of employment. The grants have specific rules related to the treatment of the awards in the event of termination for cause, voluntary resignation, retirement, involuntary termination and change in control. The following table summarizes the value of the severance payments and other benefits that each of the NEOs would receive if employment was terminated on December 31, 2024 under the circumstances shown. The amounts shown in the table do not include accrued but unpaid salary, earned annual incentives for 2024, or payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment, such as distributions of plan balances under the Company’s 401(k) plan, and death or disability benefits under the Company’s generally available welfare programs.

  69. Summary of Existing Employment Agreements

    | Name | Termination for Cause or Resignation without Good Reason $ | Termination without Cause or Resignation for Good Reason $ | Retirement $(4) | Death $ | Long-Term Disability $ | Termination without Cause or Resignation for Good Reason in Connection with a Change-in-Control $ | | Wessel | | | | | | | | Cash severance (1) | — | 2,263,880 | — | — | — | 9,055,521 | | Benefits continuation | — | 31,217 | — | — | — | — | | Lump sum payment for health benefits | — | — | — | — | — | 41,622 | | Value of unvested equity awards (2) | — | — | 3,902,957 | 11,656,692 | 11,656,692 | 11,656,692 | | Total | — | 2,295,097 | 3,902,957 | 11,656,692 | 11,656,692 | 20,753,835 | | Stuart | | | | | | | | Cash severance (1) | — | 1,102,152 | — | — | — | 4,408,608 | | Benefits continuation | — | 48,021 | — | — | — | — | | Lump sum payment for health benefits | — | — | — | — | — | 64,028 | | Value of unvested equity awards (2) | — | — | — | 4,275,261 | 4,275,261 | 4,275,261 | | Total | — | 1,150,173 | — | 4,275,261 | 4,275,261 | 8,747,897 | | Orr | | | | | | | | Cash severance (1) | — | 1,026,142 | — | — | — | 4,104,567 | | Benefits continuation | — | 23,767 | — | — | — | — | | Lump sum payment for health benefits | — | — | — | — | — | 31,690 | | Value of unvested equity awards (2) | — | — | 1,259,327 | 2,788,152 | 2,788,152 | 2,788,152 | | Total | — | 1,049,909 | 1,259,327 | 2,788,152 | 2,788,152 | 6,924,409 | | Hambleton | | | | | | | | Cash severance (1) | — | 768,229 | — | — | — | 3,072,915 | | Benefits continuation | — | 48,021 | — | — | — | — | | Lump sum payment for health benefits | — | — | — | — | — | 64,028 | | Value of unvested equity awards (2) | — | — | — | 2,001,897 | 2,001,897 | 2,001,897 | | Total | — | 816,250 | — | 2,001,897 | 2,001,897 | 5,138,840 | | Ramos | | | | | | | | Cash severance (3) | — | 1,040,000 | — | — | — | 2,080,000 | | Benefits continuation | — | 20,811 | — | — | — | — | | Lump sum payment for health benefits | — | — | — | — | — | 31,217 | | Value of unvested equity awards | — | — | — | 1,243,200 | 1,243,200 | 1,243,200 | | Total | — | 1,060,811 | — | 1,243,200 | 1,243,200 | 3,354,417 |

  70. Summary of Existing Employment Agreements

    (1)Per employment agreement, cash severance is equal to 50% (or 200%, if such termination occurs within twelve months following a change in control of the Company) of the sum of (i) the executive’s salary in effect as of the termination, and (ii) the average of the annual cash incentives earned by the executive for each of the three fiscal years immediately preceding the year in which the termination occurs. (2)Value of unvested equity awards is equal to the number of restricted stock awards that would vest under the circumstances shown times the December 31, 2024 stock price. (3)Per employment agreement, cash severance is equal to 75% (or 150%, if such termination occurs within twelve months following a change in control of the Company) of the sum of (i) Mr. Ramos’ salary in effect as of the termination, and (ii) the average of the annual cash incentives earned by Mr. Ramos for each of the three fiscal years immediately preceding the year in which the termination occurs. (4)Eligibility for “Retirement” award based upon grantee attaining age 62 with at least 15 years of service with the Company or its Affiliates (including predecessor companies acquired by the Company or its Affiliates). Performance-based equity awards that vest upon retirement are based on actual achievement of the respective performance measures through the end of the performance periods (prorated through the date of retirement) and are therefore not known as of December 31, 2024. For purposes of calculating the value of unvested equity awards upon retirement, the Company assumed achievement of the performance measures at target for grants with performance periods ending after December 31, 2024.

  71. CEO Pay Ratio

    CEO Pay Ratio The Company seeks to establish fair and competitive employee compensation programs in each local market within its international operations in order to effectively attract, retain and motivate its talented workforce. For 2024, the ratio of the CEO’s total compensation to the Company’s median employee’s total compensation was 1,041 to 1. To calculate this ratio, the Company identified its median employee, as of December 31, 2023, based on employees’ gross earnings, which generally included salary and wages (regular, hourly and overtime), commissions and bonuses, and applied an average exchange rate, as of December 31, 2023, to convert all Latin American compensation into U.S. dollars. Compensation was annualized for full-time and part-time employees who worked less than a full year, but compensation for part-time employees was not converted into a full-time equivalent. The Company used the same median employee in 2024 as in 2023, based on its determination that there were no material changes to its employee population or compensation arrangements reasonably likely to result in a significant impact to the pay ratio. The median employee identified was a full-time store employee located in Latin America, where employee wages are significantly lower than wages in the U.S. The median employee’s total compensation for 2024 was $11,597, as compared to the CEO’s total 2024 compensation of $12,069,657, as determined in accordance with Item 402(c)(2)(x) of Regulation S-K. The Company’s estimated pay ratio is influenced by a number of factors, including the geographic distribution of its employees, the mix of hourly vs. salaried employees included in its employee population and compensation trends within its specific industry. As a result of these and other variables, the Company does not believe comparisons to the pay ratios of other companies are likely to be meaningful.