DEF 14A of Regional Management Corp., Apr 15, 2024

DEF 14A of Regional Management Corp.

Filed Apr 15, 2024 · FY20230000950170-24-044435

Open on EDGAR

  1. Election of Director Nominees

    Election of Director Nominees The following table provides summary information about each director nominee. The nominees receiving a plurality of the votes cast at the meeting will be elected as directors.

  2. Election of Director Nominees

    | | Director | | | Committees | | | | | Name | Since | Experience/Qualifications | Independent | AC | HRCC | CGN | RC | | Carlos Palomares, Chair of the Board | 2012 | Financial Services Industry, Leadership, Credit Risk, Corporate Finance, Executive Compensation, Accounting, Risk Management | ✓ | ✓ | ✓ | | | | Robert W. Beck | 2020 | Financial Services Industry, Leadership, Credit Risk, Corporate Finance, Marketing, M&A, Accounting, Risk Management, Investor Relations | | | | | | | Jonathan D. Brown | 2018 | Financial Services Industry, Capital Allocation, M&A, Corporate Governance, Investor Relations | ✓ | | | | ✓ | | Roel C. Campos | 2012 | Leadership, Cybersecurity, Corporate Governance, Government Affairs, Securities Compliance, Regulatory | ✓ | C | | ✓ | | | Maria Contreras-Sweet | 2018 | Financial Services Industry, Leadership, Corporate Finance, Technology/Innovation, Corporate Governance, Regulatory, Public Relations, Government Affairs | ✓ | | ✓ | C | | | Michael R. Dunn | 2014 | Financial Services Industry, Leadership, Credit Risk, Corporate Finance, M&A, Risk Management, Investor Relations | | | | | C | | Steven J. Freiberg | 2014 | Financial Services Industry, Leadership, Credit Risk, Corporate Finance, Marketing, M&A, Executive Compensation, Technology, Risk Management, Investor Relations | ✓ | ✓ | C | | | | Sandra K. Johnson | 2020 | Financial Services Industry, Leadership, Information Technology, Cybersecurity, Blockchain Technology, Technology/Innovation, Entrepreneurship | ✓ | | | ✓ | ✓ |

  3. Election of Director Nominees

    | AC = Audit Committee | HRCC = Human Resources and Compensation Committee | CGN = Corporate Governance and Nominating Committee | RC = Risk Committee | C = Committee Chair |

  4. Fiscal 2023 Compensation Summary

    | Name and Principal Position | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Robert W. Beck, | 660,000 | 2,999,987 | 1,451,000 | 180,830 | 5,291,817 | | President and Chief Executive Officer | | | | | | | Harpreet Rana, | 420,000 | 889,964 | 544,250 | 35,367 | 1,889,581 | | Executive Vice President and | | | | | | | Chief Financial Officer | | | | | | | John D. Schachtel, | 441,000 | 824,962 | 557,400 | 89,980 | 1,913,342 | | Former Executive Vice President | | | | | | | and Chief Operating Officer | | | | | | | Brian J. Fisher, | 412,000 | 674,968 | 520,800 | 70,744 | 1,678,512 | | Executive Vice President and Chief | | | | | | | Strategy and Development Officer | | | | | | | Manish Parmar, | 363,000 | 544,967 | 458,700 | 74,384 | 1,441,051 | | Executive Vice President and | | | | | | | Chief Credit Risk Officer | | | | | |

  5. Current Directors and Director Nominees

    Current Directors and Director Nominees The Board has the discretion to determine the size of the Board, the members of which are elected at each year’s annual meeting of stockholders. Our Board currently consists of eight directors: Carlos Palomares, Robert W. Beck, Jonathan D. Brown, Roel C. Campos, Maria Contreras-Sweet, Michael R. Dunn, Steven J. Freiberg, and Sandra K. Johnson, with Mr. Palomares serving as Chair of the Board. Each of these individuals has been nominated and will stand as a director candidate for election at the Annual Meeting. Biographical information of each of our directors is provided below. In addition, following the biographical information of our directors, we have provided a matrix summarizing the background, skills, experience, qualifications, and other attributes of our directors that led the Nominating Committee and the Board to conclude that such individuals would provide valuable contributions to our business and should therefore serve our company as its directors.

  6. Current Directors and Director Nominees

    | Carlos Palomares Age: 79 Director Since: 2012 Chair of the Board Member of the Audit Committee and Human Resources and Compensation Committee | Mr. Palomares has been a director of Regional since March 2012 and currently serves as Chair of the Board. Since 2007, Mr. Palomares has been President and Chief Executive Officer of SMC Resources, a consulting practice that advises senior executives on business and marketing strategy. From 2001 to 2007, Mr. Palomares was Senior Vice President at Capital One Financial Corp., and he was Chief Operating Officer of Capital One Federal Savings Bank banking unit from 2004 to 2007. Prior to joining Capital One, Mr. Palomares held a number of senior positions with Citigroup Inc. and its affiliates, including Chief Operating Officer of Citibank Latin America Consumer Bank from 1998 to 2001, Chief Financial Officer of Citibank North America Consumer Bank from 1997 to 1998, President and CEO of Citibank FSB Florida from 1992 to 1997, and Chairman and CEO of Citibank Italia from 1990 to 1992. Mr. Palomares serves on the boards of directors of Pan-American Life Insurance Group, Inc., a leading provider of life, accident, and health insurance throughout the Americas, and Banesco USA, a privately held financial institution. Mr. Palomares earned a B.S. degree in Quantitative Analysis from New York University. | | robert W. Beck Age: 60 President and Chief Executive Officer Director Since: 2020 | Mr. Beck has served as President and Chief Executive Officer and as a director of Regional since March 2020. From July 2019 until March 2020, Mr. Beck served as Executive Vice President and Chief Financial Officer of Regional. Prior to joining Regional as Chief Financial Officer in July 2019, he was Executive Vice President and Chief Operating Officer of the Leukemia and Lymphoma Society. Before that, he spent 29 years at Citibank, serving in various roles. Most recently, Mr. Beck was the Chief Operating Officer of Citibank’s US Retail Bank, after previously serving as Chief Financial Officer of Citibank’s US Consumer and Commercial Bank. Prior to that, Mr. Beck served in a number of different roles at Citibank, including head of Citigroup Corporate Finance, head of Citigroup Reengineering, and co-head of Citigroup Corporate M&A. Mr. Beck serves as a member of the National Council for Washington University in St. Louis Olin Business School. Mr. Beck received his B.S. in Business Administration and Management from Washington University in St. Louis and his M.B.A. in Finance and International Business from New York University’s Stern School of Business. |

  7. Current Directors and Director Nominees

    | JONATHAN D. BROWN Age: 39 Director Since: 2018 Member of the Risk Committee | Mr. Brown has served as a director of Regional since January 2018. He is a partner with Basswood Capital Management L.L.C. (“Basswood”), an alternative asset manager. Mr. Brown joined Basswood in 2009. In his current role, Mr. Brown is responsible for the research and investment analysis of companies across a broad range of sectors, with a specialized focus on financial services. Prior to Basswood, Mr. Brown worked at Sandelman Partners and Goldman Sachs. Mr. Brown graduated from Emory University’s Goizueta School of Business in 2006 with a B.B.A., holding dual concentrations in Finance and Strategy & Management Consulting, as well as a minor in History. Mr. Brown is the representative of Basswood, our largest stockholder. For a description of our cooperation agreement with Basswood, pursuant to which Mr. Brown is nominated, see “Other Information – Certain Relationships and Related Person Transactions – Cooperation Agreement,” below. | | Roel C. Campos Age: 75 Director Since: 2012 Chair of the Audit Committee Member of the Corporate Governance and Nominating Committee | Mr. Campos has served as a director of Regional since March 2012. He currently serves as Senior Counsel (retired status) with the law firm of Hughes Hubbard & Reed LLP, where he served as an equity partner since February 2016. Mr. Campos formerly practiced in the areas of securities regulation, corporate governance, and securities enforcement. Prior to joining that firm, Mr. Campos was a partner with Locke Lord LLP (2011 to 2016) and Cooley LLP (2007 to 2011). Prior to that, he received a presidential appointment and served as a Commissioner of the Securities and Exchange Commission (the “SEC”) from 2002 to 2007. Prior to serving with the SEC, Mr. Campos was a founding partner of a Houston-based radio broadcaster. Earlier in his career, he practiced corporate law and later served as a federal prosecutor in Los Angeles, California. Mr. Campos currently serves as an independent director for the board of KPMG US LLP, a professional firm providing audit, tax, and advisory services, as well as various non-profit boards. Mr. Campos also previously served from 2013 to 2017 on the board of directors of WellCare Health Plans, Inc., a public company that provided managed health care services, which was acquired and merged into Centene Corp., a multi-national health care enterprise in 2020. He also previously served as a director of a private registered broker-dealer, Liquidnet Holdings, Inc., which in 2021 was acquired and merged into the TP ICAP group, a London-based broker dealer. Mr. Campos previously served from 2016 to 2020 on the Board of Visitors to the United States Air Force Academy. From 2009 to 2013, Mr. Campos served on the Presidential Intelligence Advisory Board, comprised of selected private citizens who serve as outside advisers to the President on national intelligence issues. Mr. Campos earned his B.S. degree from the United States Air Force Academy, received an M.B.A. degree from the University of California, Los Angeles, and earned his J.D. degree from Harvard Law School. |

  8. Current Directors and Director Nominees

    | MARIA CONTRERAS-SWEET Age: 68 Director Since: 2018 Chair of the Corporate Governance and Nominating Committee Member of the Human Resources and Compensation Committee | Ms. Contreras-Sweet has served as a director of Regional since January 2018. She is the managing partner of Rockway Equity Partners, LLC and Contreras Sweet Companies, LLC. Prior to founding her current businesses, she served as a member of President Obama’s cabinet as the 24th Administrator of the U.S. Small Business Administration from 2014 to 2017, where she was responsible for a $132 billion loan portfolio. She was a founder of ProAmerica Bank, where she served as Executive Chairwoman from 2006 to 2014, and Co-Founder and Managing Partner of Fortius Holdings, LLC, from 2003 to 2006. Prior to that, Ms. Contreras-Sweet served as the California Cabinet Secretary of the Business, Transportation and Housing Agency from 1999 to 2003, where she oversaw 14 departments including the Department of Financial Institutions and Department of Corporations. Earlier in her career, she was a senior executive with Westinghouse Electric Company’s 7-Up/RC Bottling Company. Ms. Contreras-Sweet is a director of TriNet Group, Inc., a publicly traded professional employer organization, where she serves on the nominating and corporate governance committee and chairs the risk committee, as well as Zions Bancorporation, N.A., a publicly traded bank, where she serves on the audit committee. She previously served as a director of Sempra Group, a publicly-traded leading North American energy infrastructure company (and now known as Sempra), from March 2017 to May 2023. Ms. Contreras-Sweet is the Chairman of the Los Angeles World Affairs Council Town Hall, a board member of the Pan American Development Foundation, a Distinguished Fellow of the LARTA Institute, and a board member of the Bipartisan Policy Center. She has been bestowed with numerous honorary doctorates including from Tufts University, Whittier College, and California State University, Los Angeles. | | Michael R. Dunn Age: 72 Director Since: 2014 Chair of the Risk Committee | Mr. Dunn has served as a director of Regional since July 2014. He previously served as Chief Executive Officer of Regional from October 2014 through July 2016 and as Executive Chairman of the Board from August 2016 through December 2016. Prior to joining Regional, Mr. Dunn was a partner at the private equity firm of Brysam Global Partners, a specialized firm focusing on investment in international banking and consumer lending companies, from 2007 through 2013. Mr. Dunn served as a board or alternate board member for all of Brysam’s portfolio companies. Prior to that, Mr. Dunn was with Citigroup for over 30 years, where he was the Chief Financial Officer of the Global Consumer Group from 1996 through 2007, adding the title of Chief Operating Officer of the Group in 2005. He was also a member of the Citigroup Management and Operating Committees. Mr. Dunn previously served on the boards of Banamex, a wholly owned Mexican bank subsidiary of Citigroup, and on the U.S.- based Student Loan Corporation, of which Citigroup owned a majority interest. He holds a B.S. degree from New York University and attended the University of Michigan Executive Program. He is a Certified Public Accountant in New York State. |

  9. Current Directors and Director Nominees

    | Steven J. Freiberg Age: 67 Director Since: 2014 Chair of the Human Resources and Compensation Committee Member of the Audit Committee | Mr. Freiberg has served as a director of Regional since July 2014. He is the founder of Grand Vista Partners (a private investment office), a Senior Advisor to Towerbook Capital Partners (an investment management firm), a Senior Advisor to The Boston Consulting Group (a global consulting firm), and a Senior Advisor to the Portage Structured Equity Fund. Previously, Mr. Freiberg served as Interim Chief Financial Officer of Social Finance, Inc. from 2017 until 2018 and as a director and the Chief Executive Officer of E*TRADE Financial Corporation from 2010 until 2012. Prior to joining E*TRADE, Mr. Freiberg spent 30 years at Citigroup and its predecessor companies and affiliates. Among his notable roles at Citigroup, Mr. Freiberg served as Co-Chairman/Chief Executive Officer of Citigroup’s Global Consumer Group, Chairman and Chief Executive Officer of Citi Cards—Citigroup’s leading global credit card business— and Chairman and Chief Executive Officer of Citigroup’s North American Investment Products Division. Additionally, he was a member of Citigroup’s Executive, Management, and Operating Committees, and he served on the board of directors of several of Citigroup’s affiliates, including Citibank N.A., Citicorp Credit Services Inc., Citicorp Investment Services, Citicorp Insurance Group, Citibank Trust N.A., Citibank FSB, and the Citigroup Foundation. Mr. Freiberg currently serves as Vice Chair of the board of directors of SoFi Technologies, Inc., a publicly traded personal finance company where he chairs the audit committee and the compensation committee and serves on the risk committee. Mr. Freiberg also serves on the governing body of Purchasing Power, LLC (a private specialty e-retailer offering consumer products, vacations, and online education services through payment plans). He is also chairman of the board of directors of Rewards Network, one of the largest merchant-funded, card-linked reward networks in the United States. Mr. Freiberg served on the board of directors of MasterCard Incorporated, a publicly traded multinational financial services corporation, from 2006 to 2022, Compass Digital Acquisition Corp. from 2021 to 2023, and Portage Fintech Acquisition Corp from 2021 to 2023. | | Sandra k. johnson, Ph.D. Age: 63 Director Since: 2020 Member of the Corporate Governance and Nominating Committee and Risk Committee | Dr. Johnson has served as a director of Regional since April 2020. Since 2014, she has served as the Chief Executive Officer of SKJ Visioneering, LLC, a technology consulting company. She previously served as the Chief Executive Officer, and Chief Technology Officer of Global Mobile Finance, Inc., a fintech startup company, from 2018 to 2023. From November 2012 to February 2014, Dr. Johnson served as the Chief Technology Officer for IBM Central, East and West Africa. Prior to 2014, she spent 11 years as a Senior Technical Staff Member of the IBM Systems and Technology Group, serving in various roles, including Business Development Executive for IBM Middle East and Africa, Chief Technology Officer for IBM’s Global Small and Medium Business, and the Linux Performance Architect. Dr. Johnson has conducted extensive research and published her findings in numerous computer-related and information technology areas, she has authored and co-authored over 80 publications, and she was part of the design team that developed the prototype for the IBM Scalable Parallel Processor (SP2), the base machine for “Deep Blue,” IBM’s world-famous chess machine. Dr. Johnson was a member of the IBM Academy of Technology, a group consisting of the top 1% of IBM’s over 250,000 technical professionals. She has also received numerous technical and professional awards and is an IBM Master Inventor with over 40 patents issued and pending. Dr. Johnson earned her B.S., M.S., and Ph.D. degrees in electrical engineering from Southern University, Stanford University, and Rice University, respectively. She is the first African American woman to earn a Ph.D. in computer engineering. Dr. Johnson is a member of the Institute of Electrical and Electronics Engineers (“IEEE”) and the Association for Computing Machinery (“ACM”). She is also an IEEE Fellow and an ACM Distinguished Engineer. |

  10. Current Directors and Director Nominees

    There are no family relationships among any of our directors or executive officers.

  11. Director Compensation

    Director Compensation Quality non-employee directors are critical to our success. We believe that the two primary duties of non-employee directors are to effectively represent the long-term interests of our stockholders and to provide guidance to management. As such, our compensation program for non-employee directors is designed to meet several key objectives: • Adequately compensate directors for their responsibilities and time commitments as directors of a public company; • Attract the highest caliber non-employee directors by offering a compensation program consistent with those at companies of similar size, complexity, and business character; • Align the interests of directors with our stockholders by providing a significant portion of compensation in equity and requiring directors to own our stock; and • Provide compensation that is simple and transparent to stockholders and reflects corporate governance best practices. The Compensation Committee, with the assistance of the Compensation Committee’s independent compensation consultant, reviews the compensation of our non-employee directors. In benchmarking director compensation, we use the same compensation peer group that is used to benchmark compensation for our named executive officers (see “Compensation Discussion and Analysis – Compensation Objectives and Approaches – Compensation Determination Process” for information about the peer group). Our employees who serve as directors receive no separate compensation for service on the Board or on committees of the Board. We maintain a non-employee director compensation program structured as follows: • Board Cash Retainer: Each non-employee director receives an annual cash retainer of $70,000 payable in quarterly installments ($95,000 in the case of the chair or lead independent director, if applicable, of the Board). • Committee Member Cash Retainer: Each member of a Board committee receives an additional annual cash retainer of $8,750 per committee service payable in quarterly installments ($17,500 in the case of the chair of each committee). • Board Equity-Based Award: Each non-employee director receives, on an annual basis, shares of restricted common stock with a value equal to $110,000 ($135,000 in the case of the chair or lead independent director, if applicable, of the Board). • Committee Member Equity-Based Award: Each member of a Board committee receives, on an annual basis, additional shares of restricted common stock with a value equal to $8,750 per committee service ($17,500 in the case of the chair of each committee). The restricted stock awards (each, an “RSA”) are granted on the fifth business day following the date of the annual stockholders’ meeting at which directors are elected. The number of shares subject to the RSA is determined by dividing the value of the award by the closing price per share of the Company’s common stock on the grant date. The RSA vests and becomes non-forfeitable as to 100% of the underlying shares on the earlier of the first anniversary of the grant date or the date of the next annual stockholders’ meeting (so long as the period between the date of the annual stockholders’ meeting related to the grant date and the date of the next annual stockholders’ meeting is not less than 50 weeks), subject to the director’s continued service from the grant date until the vesting date, or upon the earlier occurrence of the director’s termination of service as a director by reason of death or disability or upon a change in control of the Company. In the event of the director’s termination of service for any other reason, the director forfeits the RSA immediately. The RSA is subject to the terms and conditions of the Regional Management Corp. 2015 Long-Term Incentive Plan (as amended and restated effective May 20, 2021 and further amended February 17, 2022) (the “2015 Plan”) and an RSA agreement, the form of which was previously approved by the Compensation Committee and the Board and filed with the SEC. Under the 2015 Plan, the maximum number of shares of common stock subject to awards granted during any 12-month period to a non-employee director, taken together with any cash fees paid during such 12-month period to such non-employee director in respect of Board service, may not exceed $600,000 in total value (calculating the value of any such awards based on the fair market value per share of common stock on the grant date of the award). In the event that the service of a director as a director, committee member, or Board or committee chair commences or terminates during the director’s annual service to us, the director’s cash compensation will be adjusted on a pro-rata basis. Annual service relates to the approximately 12-month period between our annual meetings of stockholders. Each director is also reimbursed for reasonable out-of-pocket expenses incurred in connection with his or her service on our Board, including the cost of attending continuing education seminars related to corporate board of directors service and other topics relevant to the Company. The following table provides information regarding the compensation paid to each of our non-employee directors for their service as non-employee directors during the fiscal year ended December 31, 2023.

  12. Director Compensation

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Philip Bancroft(3) | 100,502 | 136,250 | 236,752 | | Jonathan D. Brown | 81,032 | 118,750 | 199,782 | | Roel C. Campos | 98,867 | 136,250 | 235,117 | | Maria Contreras-Sweet | 91,091 | 127,500 | 218,591 | | Michael R. Dunn | 89,950 | 127,500 | 217,450 | | Steven J. Freiberg | 98,867 | 136,250 | 235,117 | | Sandra K. Johnson | 89,950 | 127,500 | 217,450 | | Carlos Palomares | 115,430 | 152,500 | 267,930 |

  13. Director Compensation

    __________ (1) The amount paid in cash includes the relevant cash retainers described above plus cash payments pursuant to the vesting of dividend equivalent rights held by the directors. (2) On May 25, 2023, in accordance with the non-employee director compensation program outlined above, we awarded all of the Company’s non-employee directors shares of restricted common stock in the following amounts: Mr. Bancroft, 5,450 shares; Mr. Brown, 4,750 shares; Mr. Campos, 5,450 shares; Ms. Contreras-Sweet, 5,100 shares; Mr. Dunn, 5,100 shares; Mr. Freiberg, 5,450 shares; Dr. Johnson, 5,100 shares; and Mr. Palomares, 6,100 shares. These annual RSAs vest on the earlier of the first anniversary of the grant date or the date of the next annual stockholders’ meeting (so long as the period between the date of the annual stockholders’ meeting related to the grant date and the date of the next annual stockholders’ meeting is not less than 50 weeks), subject to continued service of the director until the vesting date or as otherwise provided in the award agreement. Amounts shown are the aggregate grant date fair value of stock awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. (3) Mr. Bancroft passed away in November 2023. The total number of shares subject to RSAs held by each of our non-employee directors as of December 31, 2023 was: Mr. Brown, 4,750 shares; Mr. Campos, 5,450 shares; Ms. Contreras-Sweet, 5,100 shares; Mr. Dunn, 5,100 shares; Mr. Freiberg, 5,450 shares; Dr. Johnson, 5,100 shares; and Mr. Palomares, 6,100 shares. The total number of shares subject to nonqualified stock options held by each of our non-employee directors as of December 31, 2023 was: Mr. Campos, 14,670 shares; and Mr. Palomares, 18,670 shares. As of December 31, 2023, Mr. Bancroft, Mr. Brown, Ms. Contreras-Sweet, Mr. Dunn, Mr. Freiberg, and Dr. Johnson had no option awards outstanding. The outstanding equity awards held by Mr. Beck as of December 31, 2023 are set forth in the Outstanding Equity Awards at Fiscal Year-End table that is presented elsewhere in this Proxy Statement. Currently, our director stock ownership requirement is 5x the annual cash retainer. As of December 31, 2023, all directors were in compliance with our stock ownership guidelines.

  14. Compensation Program Highlights in 2023

    Compensation Program Highlights in 2023 Consistent with prior years, our 2023 annual meeting of stockholders (the “2023 Annual Meeting”) included a proposal that provided our stockholders with the opportunity to vote to approve, on an advisory basis, the compensation of our NEOs. We were pleased to report substantial stockholder approval of our NEOs’ compensation, with over 95% of voted shares having been voted in favor of approval. The Compensation Committee considered this strong support in making compensation decisions after the 2023 Annual Meeting. As in all previous years, our Compensation Committee carefully reviewed our executive compensation program to ensure that its design continued to achieve our intended objectives and reflect executive compensation “best practices.” In 2022, our Compensation Committee determined to adopt a new, simplified long-term incentive program for our executive officers. The design of the long-term incentive program is intended to directly align the interests of our executive officers with those of our stockholders, to give our executive officers a strong incentive to maximize stockholder returns on a long-term basis, and to aid in our recruitment and retention of key executive talent necessary to ensure our continued success. To that end, the long-term incentive program provides for the delivery of long-term incentive awards through a combination of two award vehicles: (i) Performance Restricted Stock Units (“PRSUs”), a performance-based award with a three-year performance period; and (ii) Restricted Stock Awards (“RSAs”), a time-based award with a three-year vesting schedule. The PRSU award rewards executives for total shareholder return to stockholders through the Company’s stock price appreciation and declared dividends. The Compensation Committee determined not to make any material changes to the long-term incentive program or the annual incentive program in 2023. In making these determinations, our Compensation Committee received advice from its independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”).

  15. Aligning Pay with Performance

    Aligning Pay with Performance We believe that a substantial portion of our executive officers’ compensation should be tied to their performance and the short- and long-term financial and operating results of our company. We originally developed our long-term incentive program in 2014 in consultation with our independent compensation consultant at the time, and we developed our existing long-term incentive program in consultation with our current independent compensation consultant FW Cook. We believe that the evolution of our long-term incentive program since 2014 has been critical to our ability to link our executives’ pay with the performance of our company, align our executives’ interests with those of our stockholders, and remain competitive in the marketplace for executive talent. Our executive compensation program embodies our pay-for-performance philosophy and closely ties the interests of our key executives to those of our stockholders. We heavily weight our executive officers’ compensation in performance-based short- and long-term incentive awards that are designed to reward exceptional performance. The following table describes the program design for each element of our incentive-based pay in 2023.

  16. Aligning Pay with Performance

    | Pay Elements | Program Design | | Annual Incentive Program | • Consists entirely of performance-based cash awards: o Metrics include pre-provision net income, average finance receivables, net credit losses as a percentage of average finance receivables, pre-provision return on assets, total general and administrative expense as a percentage of total revenue, and an analysis by our Compensation Committee of our executives’ execution against short-term strategic objectives • Motivates our executives and brings total cash opportunities to competitive levels • Upside opportunity for high performance, but with a challenging threshold | | Long-Term Incentive Program | • Consists of performance restricted stock units (“PRSUs”) and restricted stock awards (“RSAs”): o Vesting of PRSUs is based on total return to stockholders through the Company’s stock price appreciation and declared dividends with absolute cumulative total shareholder return over a three-year performance period as the sole performance metric; shares subject to additional one-year holding period o Roughly one-half of grant date fair value is in the form of performance awards o RSAs vest in three equal annual installments, subject to continued employment • Provides strong incentive to meet or exceed long-term financial and strategic goals to drive stockholder value and is utilized to attract, retain, and motivate executive talent |

  17. Results of Short- and Long-Term Incentive Programs

    Results of Short- and Long-Term Incentive Programs Our annual incentive program provides our executives with the opportunity to earn performance-based annual cash awards pursuant to our Annual Incentive Plan (as amended and restated, the “Annual Incentive Plan”). The achievement and payment of annual cash awards in 2023 was tied directly to our financial and operational performance, based primarily (75%) on objective performance measures and, to a lesser extent (25%), on our Compensation Committee’s assessment of our executive team’s achievement of its short-term strategic objectives. For 2023, our executive officers were paid 90% of their target annual bonuses under our Annual Incentive Plan as a result of our solid financial and operating results, as well as the management team’s successful navigation of the challenging macroeconomic environment, significant improvements made to our technology infrastructure, continued strong execution on funding initiatives, advancements in our corporate responsibility program, maintenance of strong internal controls, and progress on our digital initiatives. In 2021, our long-term incentive program provided for the delivery of long-term incentive awards through a combination of four award vehicles: (i) nonqualified stock options, (ii) restricted stock awards, (iii) performance-contingent restricted stock units (“RSUs”), and (iv) cash-settled performance units. Vesting of each of the performance-contingent awards was subject to, among other things, the achievement of performance objectives over a three-year performance period that began on January 1, 2021 and ended on December 31, 2023. Vesting of the performance-contingent RSUs and cash-settled performance units granted in 2021 was based primarily (90%) on our CAGRs of pre-provision net income (in the case of the performance-contingent RSUs) and pre-provision basic earnings per share (in the case of the cash-settled performance units) compared to our peer group over the three-year performance period, and to a lesser extent (10%) on our Compensation Committee’s assessment of our executive team’s achievement of its long-term strategic objectives over the same time period. In April 2024, as described in greater detail later in this Proxy Statement, based upon results achieved during the performance period, our Compensation Committee determined that our NEOs earned 100% of their target performance-contingent RSUs and cash-settled performance units.

  18. Engagement and Use of an Independent Compensation Consultant

    Engagement and Use of an Independent Compensation Consultant The Compensation Committee has the authority to hire outside advisors and experts, including compensation consultants, to assist it with director and executive officer compensation determinations. Since 2014, the Compensation Committee has partnered with an independent compensation consultant to provide guidance related to our executive compensation program, and in early 2021, the Compensation Committee engaged FW Cook as our current independent compensation consultant. We utilize FW Cook to better ensure that our compensation practices are appropriate for our industry, to review and to make recommendations with respect to executive officer and director cash and equity compensation, and to update our peer group, in each case for the Compensation Committee’s use in setting compensation. FW Cook’s recommendations to the Compensation Committee have generally been in the form of suggested compensation ranges or descriptions of policies that FW Cook currently considers “best practice” in our industry and for publicly-traded companies. The Compensation Committee uses FW Cook’s reports to further its understanding of executive officer cash and equity compensation practices in the market. During 2023, FW Cook worked only for the Compensation Committee and performed no additional services for the Company or any of our executive officers. The Compensation Committee Chair approved all work performed by FW Cook. Our Compensation Committee assessed the independence of FW Cook, taking into account the factors set forth in NYSE rules, among other things. Our Compensation Committee concluded that no conflict of interest exists with respect to the work FW Cook performed or performs, as applicable, for our Compensation Committee and FW Cook is independent under NYSE rules.

  19. Establishment and Use of a Peer Group

    Establishment and Use of a Peer Group We generally monitor compensation practices in the markets where we compete for executive talent to obtain an overview of market practices and to ensure that we make informed decisions on executive pay packages. For 2023 compensation decisions, we reviewed the compensation awarded by a peer group of publicly-traded companies. In addition, as described in greater detail below, the vesting of certain of our executives’ long-term incentive awards is determined based upon our financial performance compared to the financial performance of our peer group over a three-year performance period. At the outset of 2023, based upon prior peer group reviews conducted with the assistance of FW Cook, our peer group consisted of the following companies:

  20. Establishment and Use of a Peer Group

    | • America’s Car-Mart, Inc. • Consumer Portfolio Services, Inc. • Credit Acceptance Corp. • CURO Group Holdings Corp. • ECN Capital Corp. • Elevate Credit, Inc. | • Enova International, Inc. • EZCORP, Inc. • Goeasy Ltd. • Green Dot Corporation • LendingClub Corporation • LendingTree, Inc. | • Medallion Financial Corp. • OneMain Holdings, Inc. • Oportun Financial Corp. • World Acceptance Corporation |

  21. Establishment and Use of a Peer Group

    In the third quarter of 2023, with assistance from FW Cook, we updated our peer group using a scorecard-based approach that involved applying several filters (e.g., similar in revenue, market capitalization, and net income, similar in industry classification, strong financial health, presence of overlapping peers, and identification as a peer by a proxy advisory firm) and selecting the most qualified peer companies from a broader list of candidates. Based on the evaluation, our Compensation Committee determined to remove two companies from our peer group: (i) Elevate Credit, Inc. (due to the fact that the company went private in March 2023) and (ii) LendingClub Corporation (due to its business model of serving as a bank/prime lender). The Compensation Committee also determined to add MoneyLion Inc. and Propel Holdings, Inc. to our peer group because these companies are in a similar industry. As a result, our new peer group for 2024 consists of the following companies:

  22. Establishment and Use of a Peer Group

    | • America’s Car-Mart, Inc. • Consumer Portfolio Services, Inc. • Credit Acceptance Corp. • CURO Group Holdings Corp. • ECN Capital Corp. • Enova International, Inc. | • EZCORP, Inc. • Goeasy Ltd. • Green Dot Corporation • LendingTree, Inc. • Medallion Financial Corp. | • MoneyLion Inc. • OneMain Holdings, Inc. • Oportun Financial Corp. • Propel Holdings, Inc. • World Acceptance Corporation |

  23. Establishment and Use of a Peer Group

    As of the time that the Compensation Committee approved our new peer group, we were in the 2nd quartile of the peer group based on revenue, market capitalization, and net income. These peer companies are largely within the consumer finance or specialty finance industries, are similar in size and/or scope to Regional, and/or are companies that Regional competes against for products, services, and human capital. Some companies included in our peer group will meet some, but not all, of these criteria. For example, OneMain Holdings, Inc. (doing business as OneMain Financial) is larger than us, but it competes directly with us in the consumer finance industry both for customers and for human capital. As a result, despite being a larger company, we believe it is important to include OneMain in our peer group to ensure that we maintain awareness of our direct competition, which will assist in our efforts to retain talented executives and other employees. However, in setting compensation levels for our executive officers, as noted below, our Compensation Committee remains cognizant that OneMain is larger than us. Consistent with our compensation objectives of attracting and retaining top executive talent, we believe that the base salaries and performance-based short- and long-term incentive compensation of our executive officers should be set at levels which are competitive with our peer group companies of comparable size, although we do not target any specific pay percentile for our executive officers. The peer group is used more as a general guide, being mindful of the following: Appropriate base salaries for our executive officers should generally be in line with those paid by peer group companies of comparable size. Performance-based short- and long-term incentive awards should reward exceptional performance, which can result in overall compensation that can exceed those of peer group companies of comparable size. Actual total compensation for executive officers may approach the higher end of the compensation at such peer group companies of comparable size, but only if high levels of short- and long-term performance are achieved.

  24. Components of Annual Incentive Program

    Components of Annual Incentive Program The awards for 2023 were based primarily (75%) on our performance with respect to the metrics in the following table. The metrics in the table below drive the overall performance of our business from year to year and are balanced elements of our historical financial success.

  25. Components of Annual Incentive Program

    | Performance Metric | What It Measures | Rationale for Metric | | Pre-Provision Net Income | Profitability | • Measures the effectiveness of our management team’s execution of our strategic and operational plans • Reflects business variables and factors that are within management’s control or are influenced by decisions made by executives | | Pre-Provision Return on Assets | Efficiency of Profitability | • Measures the effectiveness of our management team’s utilization of assets to generate earnings • Holds management accountable for growing the loan portfolio in a controlled and profitable manner | | Average Finance Receivables | Loan Portfolio Growth | • Measures our ability to grow our business | | Net Credit Losses as a Percentage of Average Finance Receivables | Loan Portfolio Control | • Measures the control our management team exerts on our loan portfolio • Ultimately a measure of the quality of underwriting policies and decisions and the effectiveness of collection efforts • When combined with our average finance receivables measure, balances attractive growth with effective portfolio control | | Total General and Administrative Expense as a Percentage of Total Revenue | Expense Control | • Measures the effectiveness with which our management team utilizes our corporate resources and minimizes our corporate expenses |

  26. Components of Annual Incentive Program

    The remaining 25% of the 2023 annual incentive awards was based on our Compensation Committee’s assessment of our executive team’s achievement of its short-term strategic objectives, which are consistent with our Board-approved financial and business plans for the Company. In light of ongoing, significant strategic projects and initiatives, our Compensation Committee believes that it is important to appropriately incentivize the achievement of strategic objectives (which often cannot be measured quantitatively) by linking their achievement (and the quality thereof) to our executives’ compensation.

  27. 2023 Annual Incentive Program Performance Targets, Results, and Payouts

    2023 Annual Incentive Program Performance Targets, Results, and Payouts For 2023, the following table provides detail regarding the threshold, target, and maximum levels of performance set by the Compensation Committee for each performance metric, the weighting applied to each metric, our actual annual performance pursuant to each metric, and the percentage payout for each metric and in total. For each metric, as in prior years, a threshold level of performance must have been exceeded in order to earn any award, and each executive is eligible to earn up to 150% of his or her target award based upon the achievement of the performance goals established by the Compensation Committee. In setting the 2023 target performance goals, the Compensation Committee considered prevailing economic conditions, including recently elevated inflation, rising interest rates, and credit trends, and aligned performance targets with the annual financial and business plan approved by the Board. The Compensation Committee seeks to establish rigorous, yet achievable financial targets to ensure that management remains properly incentivized to perform, while also ensuring that the targets do not incentivize excessive risk taking by management. In calculating actual performance for each metric in the 2023 annual incentive program, the Compensation Committee adjusted for the impacts of a $23.8 million non-performing loan sale which occurred in the fourth quarter of 2023 and accelerated net credit losses and revenue reversals from the first quarter of 2024 to the fourth quarter of 2023. As a result of the loan sale, pre-provision net income was negatively impacted by $12.1 million primarily due to revenue reversals of $1.9 million and additional net credit losses of $13.9 million. In addition, the Compensation Committee adjusted for the $2.0 million expense impact of a fourth quarter 2023 restructuring. The 2024 annual incentive program targets will likewise be adjusted to account for the timing issue associated with the loan sale.

  28. 2023 Annual Incentive Program Performance Targets, Results, and Payouts

    | Performance Metric | Threshold Performance | Target Performance | Maximum Performance | Actual Performance | Percentage Weight | Percentage Payout | | Pre-Provision Net Income(1)(2) | $29,311 | $41,873 | $50,248 | $36,439 | 15.0% | 11.7% | | Pre-Provision Return on Assets(2) | 2.02% | 2.38% | 2.74% | 2.09% | 15.0% | 9.0% | | Average Finance Receivables(1) | $1,554,290 | $1,726,989 | $1,899,687 | $1,712,958 | 15.0% | 14.4% | | Net Credit Losses | 12.08% | 10.50% | 8.93% | 11.53% | 15.0% | 10.1% | | G&A Expense Percentage (Revenue) | 47.35% | 44.05% | 40.75% | 43.58% | 15.0% | 16.1% | | Qualitative Performance Component(3) | N/A | N/A | N/A | N/A | 25.0% | 28.7% | | Total | | | | | 100.0% | 90.0% |

  29. 2023 Annual Incentive Program Performance Targets, Results, and Payouts

    __________ (1) Dollars denominated in thousands. (2) Pre-provision net income is defined as net income excluding the tax-effected impact of the change in the allowance for credit losses but including the impact of recognized net credit losses. Pre-provision net income is used as the numerator in calculating pre-provision return on assets. (3) Qualitative Performance Component is based on individual and team performance. As described above, 25% of the total annual incentive program award opportunity is linked to our Compensation Committee’s assessment of our executive team’s achievement of its short-term strategic objectives. For 2023, our Compensation Committee elected to pay 114.8% of this award opportunity to each of our NEOs. The qualitative performance percentage was based on, among other things, the achievement of the following strategic objectives: • The management team’s successful navigation of challenging macroeconomic events, including rising interest rates and inflationary pressure; • Significant improvements made to our technology infrastructure; • Continued strong execution on funding initiatives; • Advancements in our corporate responsibility program; • Maintenance of strong internal controls; and Progress on our digital initiatives. Target annual incentive levels and actual performance-based annual cash awards for each of our NEOs for 2023 are detailed below, based upon the 90.0% performance achievement detailed above.

  30. 2023 Annual Incentive Program Performance Targets, Results, and Payouts

    | Name | 2023 Eligible Base Salary | 2023 Target Award as % of Salary | Target Award | Actual Award | | Robert W. Beck | $660,000 | 150% | $990,000 | $891,000 | | Harpreet Rana | $420,000 | 100% | $420,000 | $378,000 | | John D. Schachtel | $441,000 | 100% | $441,000 | $396,900 | | Brian J. Fisher | $412,000 | 100% | $412,000 | $370,800 | | Manish Parmar | $363,000 | 100% | $363,000 | $326,700 |

  31. 2023 Annual Incentive Program Performance Targets, Results, and Payouts

    The target award percentages described above were determined by the Compensation Committee and are calibrated so that the total compensation opportunity for each executive officer is commensurate with that executive’s role and responsibilities. For 2023, the target award percentages remained the same as those in 2022. If an executive voluntarily terminates his or her employment during the performance year, he or she generally is ineligible to receive payment of a performance-based annual cash award.

  32. Annual Incentive Program Opportunities in 2024

    Annual Incentive Program Opportunities in 2024 Our Compensation Committee has not yet acted to establish the parameters of our annual incentive program for 2024. The Compensation Committee, in conjunction with our independent compensation consultant, is currently evaluating an appropriate structure for the 2024 annual incentive program. However, once the structure is determined, we expect that the target 2024 incentive levels for each of the NEOs will be set at 150% of base salary in the case of Mr. Beck and 100% of base salary in the case of Ms. Rana and Messrs. Fisher and Parmar. Our Compensation Committee’s goal is to implement a short-term incentive program that is effective in motivating our executives to achieve short-term financial and operational objectives, in furtherance of our pay-for-performance compensation strategy and our long-term strategic plans.

  33. Long-Term Incentive Awards

    Long-Term Incentive Awards Our long-term incentive award grants are intended to directly align the interests of our executive officers with those of our stockholders, to give our executive officers a strong incentive to maximize stockholder returns on a long-term basis, and to aid in our recruitment and retention of key executive talent necessary to ensure our continued success.

  34. Components of 2023 Long-Term Incentive Program

    Components of 2023 Long-Term Incentive Program In 2022, our Compensation Committee, in consultation with FW Cook, conducted a review of the design of our long-term incentive program. Based on this review, the Compensation Committee determined to adopt a new, simplified long-term incentive program for our executive officers. The design of this program is intended to directly align the interests of our executive officers with those of our stockholders, to give our executive officers a strong incentive to maximize stockholder returns on a long-term basis, and to aid in our recruitment and retention of key executive talent necessary to ensure our continued success. In 2023, similar to 2022, our long-term incentive program provided for the delivery of long-term incentive awards through a combination of the following two award vehicles:

  35. Components of 2023 Long-Term Incentive Program

    | LTI Vehicle | Performance Period | Weighting | | Performance Restricted Stock Units | A three-year performance period beginning June 14, 2023 and ending June 14, 2026 | Approximately one-half of total target award | | Restricted Stock Awards | N/A – Shares vest in three equal annual installments beginning on December 31st of the grant year, subject to continued employment | Approximately one-half of total target award |

  36. Components of 2023 Long-Term Incentive Program

    The PRSU award is a performance-contingent award that rewards executives for total shareholder return as measured by the Company’s stock price appreciation and declared dividends. We use absolute cumulative total shareholder return as the sole performance metric for the award because the Compensation Committee believes it is the ultimate measure of the Company’s achievement for its stockholders over the long term. The PRSUs have both upside potential and downside risk based on positive or negative cumulative total shareholder return performance. Vesting of the PRSU award occurs on December 31, 2025 for the 2023 awards, and vested PRSUs are subject to an additional one-year holding period following the vesting date. Vesting is dependent upon meeting a three-year threshold level of absolute cumulative total shareholder return over the performance period, and participants are eligible to earn up to 150% of their target award. To earn the target award at the end of the three-year performance period, our stock price (calculated based on the 20-day trading average through the vesting date) plus the value of reinvested dividends paid (“Dividend-Adjusted Ending Price”) must increase by 15% from the 20-day trading average stock price through the grant date. No PRSUs will be earned by executive officers if the cumulative total shareholder return at the end of the three-year performance period is below the threshold performance level, and executive officers cannot earn more than 150% of the number of units granted if performance exceeds the maximum performance level. The following table reflects potential performance and payout percentages. Performance between these points will be linearly interpolated.

  37. Components of 2023 Long-Term Incentive Program

    | | Performance | | Payout | | | Performance Level | Dividend-Adjusted Ending Price Above Target | Absolute TSR | Shares Earned | Value Delivered(1) | | Maximum | +50.0% | +72.5% | 150% | 259% | | | +25.0% | +43.8% | 125% | 180% | | Target | 0.0% | +15.0% | 100% | 115% | | | (13.0%) | 0.0% | 87% | 87% | | Threshold | (50.0%) | (42.5%) | 50% | 29% | | | <(50.0%) | <(42.5%) | 0% | 0% |

  38. Components of 2023 Long-Term Incentive Program

    __________ (1) Assumes PRSUs have an accounting value equal to the share price at grant.

  39. Long-Term Incentive Awards in 2023

    Long-Term Incentive Awards in 2023 Consistent with the parameters of our long-term incentive program described above, we granted the following awards to our NEOs in 2023:

  40. Long-Term Incentive Awards in 2023

    | | | 2023 Target Grant Date Value | | | Name | Total | Performance RSUs | Restricted Stock | | Robert W. Beck | $3,000,000 | $1,500,000 | $1,500,000 | | Harpreet Rana | $890,000 | $445,000 | $445,000 | | John D. Schachtel | $825,000 | $412,500 | $412,500 | | Brian J. Fisher | $675,000 | $337,500 | $337,500 | | Manish Parmar | $545,000 | $272,500 | $272,500 |

  41. Long-Term Incentive Awards in 2023

    __________ Note: The number of shares subject to the performance-contingent PRSU awards is determined by dividing the value of the award by the fair value of each PRSU, calculated on or as close in time as practicable to the grant date of the award using a 20-day average stock price and a Monte Carlo valuation model. The number of shares subject to the RSAs is determined by dividing the value of the award by the closing price per share of common stock on the grant date (rounded down to the nearest whole share). In mid-2023, the Compensation Committee established target long-term incentive opportunities for executive officers based on the growth of the Company, demonstrated executive performance and leadership, and in order to increase the competitiveness versus the peer group. For example, the Compensation Committee determined to increase Ms. Rana's target long-term incentive opportunity by approximately 11% in 2023 versus 2022 in order to move her executive total direct compensation toward the median of our peer group and in recognition of her performance, leadership, and experience. Our Compensation Committee believes that our long-term incentive program furthers our pay-for-performance objectives, creates a compelling recruitment and retention tool, appropriately focuses our executives on the achievement of long-term financial and business goals, and strengthens the alignment of our executives’ interests with those of our stockholders.

  42. Long-Term Incentive Awards in 2024

    Long-Term Incentive Awards in 2024 Our Compensation Committee has not yet acted to establish all of the parameters of our long-term incentive program for 2024. The Compensation Committee, in conjunction with our independent compensation consultant, is currently evaluating the 2024 long-term incentive program and anticipates that the overall structure of the program will be similar to the 2023 long-term incentive program. It is the Compensation Committee’s goal to ensure that the 2024 structure continues to align with the overall objectives of the Company’s long-term incentive program in the wake of shifting macroeconomic events. The Compensation Committee will continue to work with FW Cook to structure the 2024 long-term incentive program to align the interests of our executive officers with those of our stockholders, to promote our pay-for-performance philosophy, to give our executive officers a strong incentive to maximize stockholder returns on a long-term basis, and to retain executive talent in order to promote our continued success. Our Compensation Committee continues to believe that our long-term incentive program furthers our pay-for-performance objectives, creates a compelling recruitment and retention tool, appropriately focuses our executives on the achievement of long-term financial and business goals, and strengthens the alignment of our executives’ interests with those of our stockholders.

  43. 2021 Long-Term Incentive Program Performance Results and Payouts

    2021 Long-Term Incentive Program Performance Results and Payouts In February 2021, we granted our then-current executive officers long-term incentive awards pursuant to the program described above in “Compensation Discussion and Analysis – Executive Summary of Compensation Programs – Results of Short- and Long-Term Incentive Programs.” All of our NEOs participated in the 2021 long-term incentive program. The three-year performance period established under the 2021 long-term incentive program ended on December 31, 2023. Our CAGRs of pre-provision net income and pre-provision earnings per share compared to our peer group over the performance period were as follows:

  44. 2021 Long-Term Incentive Program Performance Results and Payouts

    | Performance Measure | Performance at 25th Percentile of Peer Group | Performance at 50th Percentile of Peer Group | Performance at 75th Percentile of Peer Group | Performance of Regional | | CAGR of Pre-Provision Net Income | (53.7%) | (8.6)% | 24.0% | (8.4)% | | CAGR of Pre-Provision Basic EPS | (53.1%) | (4.6%) | 18.8% | (3.7)% |

  45. 2021 Long-Term Incentive Program Performance Results and Payouts

    Our performance at the above levels resulted in the vesting of 100% of the objective criteria units associated with the performance-contingent RSU awards and cash-settled performance unit awards. In calculating actual performance for the Company, the Compensation Committee adjusted for the impacts of a $23.8 million non-performing loan sale which occurred in the fourth quarter of 2023 and accelerated net credit losses and revenue reversals from the first quarter of 2024 to the fourth quarter of 2023 and for the $2.0 million expense impact of a fourth quarter 2023 restructuring. In calculating the performance of peer companies, the Compensation Committee excluded discontinued operations, adjusted for the 2023 non-operating restructuring expenses incurred by all companies in the Company's peer group, and adjusted for non-operating charges incurred by all peers related to debt extinguishment and merger and acquisition activity. For our NEOs, our Compensation Committee elected to pay 100% of the qualitative criteria units in recognition of achievements during the three-year performance period, including the continued customization of the loan origination and servicing platform, including for electronic payments and the online customer portal; material improvements in our liquidity profile; the return of capital to our stockholders, including through a recurring dividend program; the expansion of our branch footprint to new states; improvements to our compliance management system and enterprise risk management; the implementation and expansion of a centralized sales and support team; the development and launch of the Company's first ESG website; improvements to the Company's technology infrastructure; improvements to the Company's cybersecurity capabilities; improvements in recruitment, retention, and human capital management; and those 2023 achievements outlined in “Performance-Based Annual Cash Awards — 2023 Annual Incentive Program Performance Targets, Results, and Payouts” above. Based upon the above results, in April 2024, our Compensation Committee determined that our NEOs vested in and earned 100% of their total target performance-contingent RSUs and 100% cash-settled performance units under the 2021 long-term incentive program. Since the development of our performance-based long-term incentive program in 2014, the Compensation Committee believes that the results have been appropriately punitive during times of poor performance and appropriately rewarding during times of strong performance. The following table provides information regarding the percentage of the target performance-contingent RSUs and cash-settled performance units vested under our long-term incentive programs since 2014 for our NEOs:

  46. 2021 Long-Term Incentive Program Performance Results and Payouts

    | Long-Term Incentive Program Award Component | 2014 Grant Year | 2015 Grant Year | 2016 Grant Year | 2017 Grant Year | 2018 Grant Year | 2019 Grant Year | 2020 Grant Year | 2021 Grant Year | Average Since Program Inception | | Performance-Contingent RSUs | 0.0% | 0.0% | 116.5% | 96.6% | 105.6% | 95.6% | 145.0% | 100.0% | 82.4% | | Cash-Settled Performance Units | 0.0% | 0.0% | 116.5% | 126.6% | 105.6% | 114.5% | 145.0% | 100.0% | 88.5% |

  47. 2021 Long-Term Incentive Program Performance Results and Payouts

    Note: The table presents weighted-average results for each grant year based on each executive’s target and earned award values. Our Compensation Committee believes that vesting at these levels appropriately reflects our operational and financial results over the relevant periods, validates our pay-for-performance strategy, and is supported by our total shareholder return.

  48. Payments Upon Termination and Change-in-Control

    Payments Upon Termination and Change-in-Control Pursuant to the terms of the Regional Management Corp. Executive Severance and Change-in-Control Plan and certain long-term incentive award agreements, our NEOs are entitled to certain benefits upon the termination of their employment with us, the terms of which are described below under “Summary of Employment Arrangements with Named Executive Officers.”

  49. Risk Assessment of Compensation Policies and Practices

    Risk Assessment of Compensation Policies and Practices We have assessed our compensation programs for all employees and have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our company. We believe that our compensation programs reflect an appropriate mix of compensation elements and balance current and long-term performance objectives, cash and equity compensation, and risks and rewards. During 2023, the Compensation Committee reviewed our compensation policies and practices for all employees, including our NEOs, particularly as they relate to risk management practices and risk-taking incentives. As part of its review, the Compensation Committee discussed with management the ways in which risk is effectively managed or mitigated as it relates to our compensation programs and policies. Based on this review, the Compensation Committee believes that our compensation programs do not encourage excessive risk but instead encourage behaviors that support sustainable value creation. The following features of our executive compensation program illustrate this point. • Compensation Committee Oversight. Our executive compensation programs are regularly reviewed and overseen by an independent Compensation Committee that retains the discretion to reduce compensation based on corporate and individual performance and other factors. • Mix of Incentives. Our compensation programs provide an appropriate mix of short-term and long-term incentives, as well as cash and equity opportunities. • Mix of Performance Metrics. The performance metrics associated with our incentive programs incorporate a variety of drivers of our business over both annual and three-year time horizons. They also include a qualitative component, providing the Compensation Committee with flexibility beyond its inherent negative discretion. • Cap on Short- and Long-Term Incentive Awards. All short- and long-term incentive awards have a maximum performance measure which caps the payout for any given performance-based award. • Strong Link to Stockholder Interests. Equity components and long-term performance metrics create a strong alignment between our executives’ interests and our stockholders’ interests. Because long-term incentives typically vest over a three-year period, our executives will always have unvested awards that could decrease in value if our business is not well-managed for the long term. • Review by Independent Compensation Consultant. Our executive compensation programs have been reviewed and analyzed by an independent compensation consultant. • Alignment with Annual Budget and Long-Term Strategic Plan. Performance metrics in our short- and long-term incentive programs are aligned with both our annual budget and our long-term strategic plan. • Protective Policies. We have adopted “clawback” policies, a stock ownership and retention policy, and prohibitions against hedging and pledging, thereby creating additional protections for our company and encouraging an alignment of our executives’ and stockholders’ interests. • Field Incentive Plan. Our operations field incentive plan is focused on growth, control, and profit—the three primary drivers of success in our branches. This creates appropriate alignment of employee incentive opportunities with company goals. • Administration and Disclosure. Administrative procedures, communication, and disclosure processes closely align with “best practices.” • Securities Trading Policy. Officers must obtain permission from the General Counsel before the purchase or sale of any shares, even during an open trading period. Based on the factors above, we believe that our NEOs and other employees are encouraged to manage our company in a prudent manner and that our incentive programs are not designed to encourage our NEOs or other employees to take excessive risks or risks that are inconsistent with the Company’s and our stockholders’ best interests. In addition, we have in place various controls and management processes that help mitigate the potential for incentive compensation plans to materially and adversely affect the Company.

  50. Summary Compensation Table

    Summary Compensation Table The following table sets forth the cash and other compensation that we paid to our named executive officers or that was otherwise earned by our named executive officers for their services in all employment capacities during the fiscal years ended December 31, 2023, 2022, and 2021.

  51. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | Robert W. Beck, | 2023 | 660,000 | 2,999,987 | — | 1,451,000 | 180,830 | 5,291,817 | | President and Chief Executive Officer | 2022 | 660,000 | 2,999,974 | — | 1,187,860 | 67,843 | 4,915,677 | | | 2021 | 640,000 | 1,119,954 | 559,992 | 1,364,160 | 42,179 | 3,726,285 | | Harpreet Rana, | 2023 | 420,000 | 889,964 | — | 544,250 | 35,367 | 1,889,581 | | Executive Vice President and | 2022 | 420,000 | 799,913 | — | 257,880 | 26,867 | 1,504,660 | | Chief Financial Officer | 2021 | 400,000 | 166,240 | — | 568,400 | 20,877 | 1,155,517 | | John D. Schachtel, | 2023 | 441,000 | 824,962 | — | 557,400 | 89,980 | 1,913,342 | | Former Executive Vice President and | 2022 | 441,000 | 824,965 | — | 492,902 | 57,052 | 1,815,919 | | Chief Operating Officer | 2021 | 428,000 | 320,996 | 160,499 | 779,863 | 46,055 | 1,735,413 | | Brian J. Fisher, | 2023 | 412,000 | 674,968 | — | 520,800 | 70,744 | 1,678,512 | | Executive Vice President and Chief | 2022 | 412,000 | 674,919 | — | 445,422 | 37,589 | 1,569,930 | | Strategy and Development Officer | 2021 | 400,000 | 299,964 | 149,996 | 664,252 | 25,699 | 1,539,911 | | Manish Parmar, | 2023 | 363,000 | 544,967 | — | 458,700 | 74,384 | 1,441,051 | | Executive Vice President and | 2022 | 363,000 | 544,955 | — | 405,038 | 34,590 | 1,347,583 | | Chief Credit Risk Officer | 2021 | 352,000 | 263,942 | 131,990 | 500,192 | 24,879 | 1,273,003 |

  52. Summary Compensation Table

    __________ (1) Mr. Beck, Ms. Rana, and Messrs. Schachtel, Fisher, and Parmar commenced employment effective as of July 22, 2019, November 23, 2020, May 30, 2017, January 14, 2013, and January 6, 2020, respectively. Mr. Beck was promoted to President and Chief Executive Officer effective March 26, 2020. Mr. Schachtel's employment was terminated without cause effective as of December 31, 2023. (2) The amounts represent annual base salaries, pro-rated for any partial year of service. For additional information, see “Compensation Discussion and Analysis – Elements of Compensation – Base Salary.” (3) Amounts shown are the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For a discussion of the assumptions made in such valuation, see note 16 of the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In 2023, Mr. Beck, Ms. Rana, and Messrs. Schachtel, Fisher, and Parmar were granted PRSUs having the following grant date fair values: Mr. Beck, $1,499,990; Ms. Rana, $444,982; Mr. Schachtel, $412,484; Mr. Fisher, $337,478, and Mr. Parmar, $272,484 (and a maximum potential value of $2,249,986; $667,472; $618,727; $506,218 and $408,726, respectively). The actual number of PRSUs, if any, that may be earned may range from 0% to 150% of the target number of units, based on achieving absolute cumulative total shareholder return goals over the three-year performance period. Vested PRSUs are then subject to an additional one-year holding period following the vesting date. In 2023, Mr. Beck, Ms. Rana, and Messrs. Schachtel, Fisher, and Parmar were granted RSAs having the following total grant date fair values: Mr. Beck, $1,499,997; Ms. Rana, $444,982; Mr. Schachtel, $412,478; Mr. Fisher, $337,490; and Mr. Parmar, $272,483. One-third of the shares subject to the RSA granted to each of Mr. Beck, Ms. Rana, and Messrs. Schachtel, Fisher, and Parmar vests on each of December 31, 2023, December 31, 2024, and December 31, 2025, so long as such employee’s employment continues (or is deemed to continue) from the grant date through the respective vesting dates or as otherwise provided in the applicable RSA agreement. In 2022, Mr. Beck, Ms. Rana, and Messrs. Schachtel, Fisher, and Parmar were granted PRSUs having the following grant date fair values: Mr. Beck, $1,499,980; Ms. Rana, $399,950; Mr. Schachtel, $412,499; Mr. Fisher, $337,466, and Mr. Parmar, $272,482 (and a maximum potential value of $2,249,971; $599,925; $618,748; $506,199 and $408,723, respectively). The actual number of PRSUs, if any, that may be earned may range from 0% to 150% of the target number of units, based on achieving absolute cumulative total shareholder return goals over the three-year performance period. Vested PRSUs are then subject to an additional one-year holding period following the vesting date. In 2022, Mr. Beck, Ms. Rana, and Messrs. Schachtel, Fisher, and Parmar were granted RSAs having the following total grant date fair values: Mr. Beck, $1,499,994; Ms. Rana, $399,963; Mr. Schachtel, $412,466; Mr. Fisher, $337,453; and Mr. Parmar, $272,473. One-third of the shares subject to the RSA granted to each of Mr. Beck, Ms. Rana, and Messrs. Schachtel, Fisher, and Parmar vests on each of December 31, 2022, December 31, 2023, and December 31, 2024, so long as such employee’s employment continues (or is deemed to continue) from the grant date through the respective vesting dates or as otherwise provided in the applicable RSA agreement. In 2021, Mr. Beck, Ms. Rana, and Messrs. Schachtel, Fisher, and Parmar were granted performance-contingent RSUs having the following grant date fair values: Mr. Beck, $559,977; Ms. Rana, $166,240; Mr. Schachtel, $160,498; Mr. Fisher, $149,982, and Mr. Parmar, $131,971 (and a maximum potential value of $839,965; $249,345; $240,733; $224,958 and $197,941, respectively). The actual number of RSUs, if any, that may be earned may range from 0% to 150% of the target number of units, based primarily (90%) on our CAGR of pre-provision net income compared to our peer group over the performance period, January 1, 2021 through December 31, 2023, and to a lesser extent (10%) on our Compensation Committee’s assessment of our executive team’s achievement of its long-term strategic objectives over the same time period. In 2021, Messrs. Beck, Schachtel, Fisher, and Parmar were granted RSAs having the following total grant date fair values: Mr. Beck, $559,977; Mr. Schachtel, $160,498; Mr. Fisher, $149,982; and Mr. Parmar, $131,971. One-third of the shares subject to the RSA granted to each of Messrs. Beck, Schachtel, Fisher, and Parmar vests on each of December 31, 2021, December 31, 2022, and December 31, 2023, so long as such employee’s employment continues (or is deemed to continue) from the grant date through the respective vesting dates or as otherwise provided in the applicable RSA agreement. The PRSUs, performance-contingent RSUs, and RSAs are subject to further terms and conditions, including as to vesting, as set forth in an award agreement. For additional information, see “Compensation Discussion and Analysis – Elements of Compensation – Long-Term Incentive Awards.” (4) Amounts shown are the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For a discussion of the assumptions made in such valuation, see note 16 of the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Since 2021, the Company has not issued option awards. For 2021, the option awards granted to Messrs. Beck, Schachtel, Fisher, and Parmar vested in three equal installments on each of December 31, 2021, 2022, and 2023. The option awards are subject to further terms and conditions as set forth in an award agreement. (5) For 2023, the amounts for Mr. Beck, Ms. Rana, and Messrs. Schachtel, Fisher, and Parmar represent performance-based annual cash awards earned in 2023 and cash-settled performance units that were granted in 2021 and earned over a performance period of January 1, 2021 through December 31, 2023. In the case of the performance-based annual cash awards, Mr. Beck, Ms. Rana, and Messrs. Schachtel, Fisher, and Parmar earned $891,000, $378,000, $396,900, $370,800, and $326,700, respectively. In the case of the cash-settled performance units, Mr. Beck, Ms. Rana, and Messrs. Schachtel, Fisher, and Parmar earned $560,000, $166,250, $160,500, $150,000, and $132,000, respectively. We paid all such earned amounts in 2024. For 2022, the amount for Ms. Rana represents her performance-based annual cash award earned in 2022. For Messrs. Beck, Schachtel, Fisher, and Parmar, the amounts represent performance-based annual cash awards earned in 2022 and cash-settled performance units that were granted in 2020 and earned over a performance period of January 1, 2020 through December 31, 2022. In the case of the performance-based annual cash awards, Messrs. Beck, Schachtel, Fisher, and Parmar earned $607,860, $267,246, $249,672, and $222,882, respectively. In the case of the cash-settled performance units, Messrs. Beck, Schachtel, Fisher, and Parmar earned $580,000, $225,656, $195,750, and $182,156, respectively. We paid all such earned amounts in 2023. For 2021, the amounts for Mr. Beck, Ms. Rana, and Mr. Parmar represent performance-based annual cash awards earned in 2021. For Messrs. Schachtel and Fisher, the amounts represent performance-based annual cash awards earned in 2021 and cash-settled performance units that were granted in 2019 and earned over a performance period of January 1, 2019 through

  53. Summary Compensation Table

    December 31, 2021. In the case of the performance-based annual cash awards, Messrs. Schachtel and Fisher earned $608,188 and $568,400, respectively. In the case of the cash-settled performance units, Messrs. Schachtel and Fisher earned $171,675 and $95,852, respectively. We paid all such earned amounts in 2022. For additional information, see “Compensation Discussion and Analysis – Elements of Compensation – Performance-Based Annual Cash Awards” and “Compensation Discussion and Analysis – Elements of Compensation – Long-Term Incentive Awards.” The following table provides detail regarding the amounts in the “All Other Compensation” column for 2023. Travel expense and mobile phone allowance ended following the termination of the executive employment agreements on April 6, 2023. For additional information, see “Compensation Discussion and Analysis – Elements of Compensation – Perquisites.”

  54. Summary Compensation Table

    | Name | Year | Dividends ($) | 401(k) Plan Match ($) | Travel Expense to/from Personal Residence ($) | Optional Annual Health Screening ($) | Mobile Phone Allowance ($) | Long- Term Disability Insurance Benefits ($) | Total ($) | | Robert W. Beck | 2023 | 147,565 | 13,200 | — | 3,171 | 300 | 16,594 | 180,830 | | Harpreet Rana | 2023 | 7,268 | 13,200 | 651 | — | 300 | 13,948 | 35,367 | | John D. Schachtel | 2023 | 54,750 | 13,200 | 1,457 | 3,366 | 300 | 16,907 | 89,980 | | Brian J. Fisher | 2023 | 47,593 | 13,200 | — | 2,425 | — | 7,526 | 70,744 | | Manish Parmar | 2023 | 48,239 | 13,200 | — | 3,446 | 300 | 9,199 | 74,384 |

  55. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information concerning annual and long-term incentive awards granted in 2023 to each of our named executive officers pursuant to our Annual Incentive Plan and our 2015 Plan.

  56. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or | Grant Date Fair Value of Stock | | Name | Award Type(1) | Grant Date | Threshold(2) ($) | Target ($) | Maximum ($) | Threshold(2) (#) | Target (#) | Maximum (#) | Units (#) | Awards(3) ($) | | Robert W. Beck | Annual | 1/1/2023 | — | 990,000 | 1,485,000 | | | | | | | | PRSU | 6/14/2023 | | | | 23,148 | 46,296 | 69,444 | | 1,499,990 | | | RSA | 6/14/2023 | | | | | | | 49,148 | 1,499,997 | | Harpreet Rana | Annual | 1/1/2023 | — | 420,000 | 630,000 | | | | | | | | PRSU | 6/14/2023 | | | | 6,867 | 13,734 | 20,601 | | 444,982 | | | RSA | 6/14/2023 | | | | | | | 14,580 | 444,982 | | John D. Schachtel | Annual | 1/1/2023 | — | 441,000 | 661,500 | | | | | | | | PRSU | 6/14/2023 | | | | 6,365 | 12,731 | 19,096 | | 412,484 | | | RSA | 6/14/2023 | | | | | | | 13,515 | 412,478 | | Brian J. Fisher | Annual | 1/1/2023 | — | 412,000 | 618,000 | | | | | | | | PRSU | 6/14/2023 | | | | 5,208 | 10,416 | 15,624 | | 337,478 | | | RSA | 6/14/2023 | | | | | | | 11,058 | 337,490 | | Manish Parmar | Annual | 1/1/2023 | — | 363,000 | 544,500 | | | | | | | | PRSU | 6/14/2023 | | | | 4,205 | 8,410 | 12,615 | | 272,484 | | | RSA | 6/14/2023 | | | | | | | 8,928 | 272,483 |

  57. Grants of Plan-Based Awards

    __________ (1) “Annual” refers to performance-based annual cash incentive award opportunities granted under our Annual Incentive Plan. “PRSU” refers to performance restricted stock units, and “RSA” refers to restricted stock award, each granted under our 2015 Plan. For additional information, see “Compensation Discussion and Analysis – Elements of Compensation – Performance-Based Annual Cash Awards” and “Compensation Discussion and Analysis – Elements of Compensation – Long-Term Incentive Awards.” (2) The threshold number of units indicated will be earned only if a threshold level of performance is achieved. Amounts shown are the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For a discussion of the assumptions made in such valuation, see note 16 of the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

  58. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning equity awards that were outstanding as of December 31, 2023, for each of our named executive officers.

  59. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(1) ($) | | Robert W. Beck | 21,489 | — | 25.35 | 07/22/29 | 9,519(3) | 238,737 | 18,530(5) | 464,732 | | | 55,788 | — | 16.66 | 03/26/30 | 32,766(4) | 821,771 | 28,807(6) | 722,480 | | | 53,742 | — | 30.22 | 02/04/31 | | | 46,296(7) | 1,161,104 | | Harpreet Rana | 17,371 | — | 28.21 | 11/23/30 | 2,538(3) | 63,653 | 5,501(5) | 137,965 | | | | | | | 9,720(4) | 243,778 | 7,681(6) | 192,639 | | | | | | | | | 13,734(7) | 344,449 | | John D. Schachtel | 34,403 | — | 20.00 | 05/30/27 | 2,618(3) | 65,659 | 5,311(5) | 133,200 | | | 12,427 | — | 27.89 | 02/06/29(2) | 9,010(4) | 338,956 | 7,922(6) | 198,684 | | | 21,705 | — | 16.66 | 03/26/30(2) | | | 12,731(7) | 319,293 | | | 15,403 | — | 30.22 | 02/04/31(2) | | | | | | Brian J. Fisher | 12,379 | — | 17.08 | 03/29/26 | 2,142(3) | 53,721 | 4,963(5) | 124,472 | | | 8,918 | — | 19.99 | 03/15/27 | 7,372(4) | 184,890 | 6,481(6) | 162,543 | | | 8,071 | — | 28.25 | 02/07/28 | | | 10,416(7) | 261,233 | | | 11,081 | — | 27.89 | 02/06/29 | | | | | | | 18,828 | — | 16.66 | 03/26/30 | | | | | | | 14,395 | — | 30.22 | 02/04/31 | | | | | | Manish Parmar | 10,442 | — | 29.18 | 01/06/30 | 1,729(3) | 43,363 | 4,367(5) | 109,524 | | | 12,667 | — | 30.22 | 02/04/31 | 5,952(4) | 149,276 | 5,233(6) | 131,244 | | | | | | | | | 8,410(7) | 210,923 |

  60. Outstanding Equity Awards at Fiscal Year-End

    __________ (1) Amounts are calculated based on the closing price ($25.08) of our common stock on December 29, 2023, the last trading day of 2023. (2) Following Mr. Schachtel's termination on December 31, 2023, the expiration dates for each of his option awards were accelerated to December 31, 2028 pursuant to the terms of his option award agreements. (3) This amount represents the unvested portion of a restricted stock award, which vests in three equal annual installments on each of December 31, 2022, 2023, and 2024. (4) This amount represents the unvested portion of a restricted stock award, which vests in three equal annual installments on each of December 31, 2023, 2024, and 2025. (5) This amount represents the earned portion of a performance-contingent RSU that became eligible to vest on December 31, 2023, subject to our Compensation Committee’s certification as to the achievement of certain performance goals. The actual number of RSUs, if any, that may have been earned ranged from 0% to 150% of the target number of units, based primarily (90%) on our CAGR of pre-provision net income compared to our peer group over the performance period, January 1, 2021 through December 31, 2023, and to a lesser extent (10%) on our Compensation Committee’s assessment of our executive team’s achievement of its long-term strategic objectives over the same time period. The number of target RSUs granted to Mr. Beck, Ms. Rana, and Messrs. Schachtel, Fisher, and Parmar were as follows: Mr. Beck, 18,530 units, Ms. Rana, 5,501 units, Mr. Schachtel, 5,311 units, Mr. Fisher, 4,963 units, and Mr. Parmar, 4,367 units. Vesting was also contingent upon the continued employment of the executives through December 31, 2023. In April 2024, based upon results achieved during the performance period, our Compensation Committee determined that Mr. Beck, Ms. Rana, and Messrs. Schachtel, Fisher, and Parmar earned 100.0% of their target RSUs. For additional information, see “Compensation Discussion and Analysis – Elements of Compensation – Long-Term Incentive Awards.” (6) This amount represents a performance RSU, assuming an achievement level at target. The actual number of PRSUs, if any, that may be earned may range from 0% to 150% of the target number of units set forth in the table above, based on whether the Company meets a threshold level of absolute cumulative total shareholder return over a three-year performance period ending December 31, 2024. Vesting is also contingent upon the continued employment of the executive through December 31, 2024, or as otherwise provided in the applicable award agreement, and vested PRSUs are subject to an additional one-year holding period following the vesting date, which holding period ends December 31, 2025. For additional information, see “Compensation Discussion and Analysis – Elements of Compensation – Long-Term Incentive Awards.” (7) This amount represents a performance RSU, assuming an achievement level at target. The actual number of PRSUs, if any, that may be earned may range from 0% to 150% of the target number of units set forth in the table above, based on whether the Company meets a threshold level of absolute cumulative total shareholder return over a three-year performance period ending June 14, 2026. Vesting is also contingent upon the continued employment of the executive through December 31, 2025, or as otherwise provided in the applicable award agreement, and vested PRSUs are subject to an additional one-year holding period following the vesting date, which holding period ends December 31, 2026. For additional information, see “Compensation Discussion and Analysis – Elements of Compensation – Long-Term Incentive Awards.”

  61. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes the vesting of stock awards by each of our named executive officers during the fiscal year ended December 31, 2023. None of our named executive officers exercised options during the fiscal year ended December 31, 2023.

  62. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Robert W. Beck | — | — | 50,608 | 1,269,249 | | Harpreet Rana | — | — | 14,864 | 372,789 | | John D. Schachtel | — | — | 18,476 | 463,378 | | Brian J. Fisher | — | — | 12,445 | 312,121 | | Manish Parmar | — | — | 13,249 | 332,285 |

  63. Option Exercises and Stock Vested

    __________ (1) The amounts represent the number of shares delivered following the vesting of restricted stock subject to RSAs on December 31, 2023, as well as the number of shares delivered following the vesting of performance-contingent RSUs on December 31, 2023, based upon results achieved during a performance period that began on January 1, 2021 and ended on December 31, 2023, as determined by our Compensation Committee in April 2024. For additional information, see “Compensation Discussion and Analysis – Elements of Compensation – Long-Term Incentive Awards.” (2) The value represents the gross number of shares that vested, multiplied by the closing price of our common stock on the applicable vesting date, and includes any amounts that were withheld for applicable taxes.

  64. CEO Pay Ratio

    CEO Pay Ratio The following table provides our calculation under applicable SEC regulations of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our other employees for 2023.

  65. CEO Pay Ratio

    | Compensation Component | CEO ($) | Median Employee ($) | | Salary | 660,000 | 45,467 | | Stock Awards | 2,999,987 | — | | Option Awards | — | — | | Non-Equity Incentive Plan Compensation | 1,451,000 | — | | All Other Compensation | 180,830 | — | | Total Compensation: | 5,291,817 | 45,467 | | CEO to Median Employee Pay Ratio: | 116:1 | |

  66. CEO Pay Ratio

    We took the following steps in calculating the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our other employees in 2023: (1) We determined that, as of December 31, 2023, our employee population was equal to 2,081 individuals, all located in the United States. This number includes all the individuals determined to be employees for federal tax purposes, whether full-time, part-time, or temporary, as of that date. We chose December 31, 2023, which is within the last three months of our fiscal year as required by applicable SEC regulations, because it aligned with our calendar year payroll procedures. (2) We next identified the employee receiving the median amount of compensation in our employee population. To do this, we compared the amount of wages and other compensation received by each employee, other than Mr. Beck, as reflected in our payroll records and reported to the Internal Revenue Service in Box 5 of Form W-2 for the calendar year ended December 31, 2023. This compensation measure was annualized for permanent employees who were employed on the measurement date but who did not work for the full calendar year. The compensation measure was consistently applied to all of our employees. (3) Once we identified our median employee, we measured that employee’s annual total compensation for the 2023 fiscal year by adding together (a) the same elements of compensation that are included in Mr. Beck’s total fiscal 2023 compensation, as reported in our Summary Compensation Table above, and (b) non-discriminatory health and welfare benefits paid by Regional, if any, which we have included as “All Other Compensation” in the table above. (4) For Mr. Beck, we used the amounts reported in our Summary Compensation Table above. Mr. Beck did not participate in non-discriminatory health and welfare benefit plans offered by Regional in 2023. The resulting pay ratio was calculated in a manner consistent with SEC regulations, and we believe that it constitutes a reasonable estimate. However, as contemplated by SEC regulations, we relied on methods and assumptions that we determined to be appropriate for calculating the Chief Executive Officer pay ratio at Regional. Other public companies may use methods and assumptions that differ from the ones we chose but are appropriate for their circumstances. It may therefore be difficult, for this and other reasons, to compare our reported pay ratio to pay ratios reported by other companies, including companies in our industry.

  67. Pay Versus Performance

    Pay Versus Performance Under the rules adopted pursuant to The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance metrics and total shareholder return of the Company. As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table below. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to the section “Compensation Discussion and Analysis.”

  68. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | Company-Selected Measure | | Year | Summary Compensation Table Total for Current CEO(1) ($) | Summary Compensation Table Total for Former CEO(1) ($) | Compensation Actually Paid to Current CEO(2) ($) | Compensation Actually Paid to Former CEO(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(3) ($) | Average Compensation Actually Paid to Non-CEO NEOs(4) ($) | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(6) ($) | Net Income(7) ($) | Pre-Provision Net Income(8) ($) | | 2023 | 5,291,817 | — | 4,175,812 | — | 1,730,622 | 1,452,684 | 92.58 | 125.46 | 15,958,000 | 36,439,000 | | 2022 | 4,915,677 | — | 366,271 | — | 1,559,523 | 344,948 | 99.15 | 107.05 | 51,224,000 | 66,516,000 | | 2021 | 3,726,285 | — | 8,203,368 | — | 1,425,961 | 2,703,198 | 196.79 | 122.65 | 88,687,000 | 96,020,000 | | 2020 | 2,800,893 | 3,441,816 | 3,918,267 | 1,300,234 | 1,599,449 | 1,920,139 | 100.26 | 97.82 | 26,730,000 | 47,338,000 |

  69. Pay Versus Performance

    __________ (1) The dollar amounts reported are the amounts of total compensation reported for each corresponding year in the “Total” column of the Summary Compensation Table. Peter R. Knitzer served as our former Chief Executive Officer, and his employment terminated on March 26, 2020. (2) The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Beck and Mr. Knitzer, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Beck (current CEO) or Mr. Knitzer (former CEO) during the applicable year. The following adjustments were made to Mr. Beck’s and Mr. Knitzer’s total compensation, respectively, for each year to determine the compensation actually paid:

  70. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for CEO ($) | Less: Reported Value of Equity Awards(a) ($) | Add: Equity Award Adjustments(b) ($) | Compensation Actually Paid to CEO ($) | | 2023 | 5,291,817 | 2,999,987 | 1,883,982 | 4,175,812 | | 2022 | 4,915,677 | 2,999,974 | (1,549,432) | 366,271 | | 2021 | 3,726,285 | 1,679,946 | 6,157,029 | 8,203,368 | | 2020 | 2,800,893 | 1,229,495 | 2,346,869 | 3,918,267 |

  71. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for Former CEO ($) | Less: Reported Value of Equity Awards(a) ($) | Add: Equity Award Adjustments(b) ($) | Compensation Actually Paid to Former CEO ($) | | 2023 | N/A | N/A | N/A | N/A | | 2022 | N/A | N/A | N/A | N/A | | 2021 | N/A | N/A | N/A | N/A | | 2020 | 3,441,816 | — | (2,141,582) | 1,300,234 |

  72. Pay Versus Performance

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the year-end; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year (any such dividends are accrued but not paid unless and until the applicable award (or portion thereof) vests). The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for Mr. Beck are as follows:

  73. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2023 | 1,907,875 | (210,041) | 410,861 | (233,257) | — | 8,544 | 1,883,982 | | 2022 | 965,224 | (1,134,964) | 267,265 | (1,780,084) | — | 133,126 | (1,549,432) | | 2021 | 2,860,183 | 1,429,691 | 842,850 | 963,945 | — | 60,359 | 6,157,029 | | 2020 | 1,863,394 | (11,407) | 494,371 | (8,816) | — | 9,327 | 2,346,869 |

  74. Pay Versus Performance

    The amounts deducted or added in calculating the equity award adjustments for Mr. Knitzer are as follows:

  75. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2021 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2020 | — | 85,771 | — | (1,152,968) | (1,079,477) | 5,091 | (2,141,582) |

  76. Pay Versus Performance

    (3) The dollar amounts reported represent the average of the amounts reported for the Company’s named executive officers as a group (excluding Mr. Beck, who has served as our CEO since 2020, and Mr. Knitzer, who served as our CEO until his termination on March 26, 2020) in the “Total” column of the Summary Compensation Table in each applicable year. The named executive officers (excluding Mr. Beck and Mr. Knitzer, as applicable) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, 2022, and 2021, Harpreet Rana, John D. Schachtel, Brian J. Fisher, and Manish Parmar; and (ii) for 2020, Harpreet Rana, John. D. Schachtel, Brian J. Fisher, Manish Parmar, and Michael S. Dymski. (4) The dollar amounts reported represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Beck and Mr. Knitzer, as applicable), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Beck and Mr. Knitzer, as applicable) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Beck and Mr. Knitzer, as applicable) for each year to determine the compensation actually paid, using the same methodology described above in footnote 2:

  77. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards Granted in the Year ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2023 | 466,610 | (49,795) | 100,489 | (61,659) | — | 132 | 455,778 | | 2022 | 228,822 | (333,259) | 63,356 | (493,920) | — | 31,614 | (503,387) | | 2021 | 644,027 | 528,887 | 166,476 | 293,032 | — | 18,221 | 1,650,643 | | 2020 | 698,510 | 11,595 | 197,260 | (29,216) | — | 4,729 | 882,877 |

  78. Pay Versus Performance

    (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  79. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-CEO NEOs ($) | Less: Average Reported Value of Equity Awards(a) ($) | Add: Average Equity Award Adjustments(b) ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | | 2023 | 1,730,622 | 733,715 | 455,778 | 1,452,684 | | 2022 | 1,559,523 | 711,188 | (503,387) | 344,948 | | 2021 | 1,425,961 | 373,407 | 1,650,643 | 2,703,198 | | 2020 | 1,599,449 | 562,188 | 882,877 | 1,920,139 |

  80. Pay Versus Performance

    (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s stock price at the end and the beginning of the measurement period by the Company’s stock price at the beginning of the measurement period. (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The Company utilized the NYSE Financial Index for the peer group. This index has been utilized historically in our Annual Reports on Form 10-K in connection with the required performance graph. (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8) Pre-provision net income is defined as net income excluding the tax-effected impact of the change in the allowance for credit losses but including the impact of recognized net credit losses. This metric has been adjusted for certain non-operating restructuring expenses incurred in 2023, as well as non-performing loan sales transacted in 2022 and 2023. Financial Performance Measures As described in greater detail in “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our named executive officers to increase the value of our enterprise for our stockholders. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that pre-provision net income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to Company performance. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to the Company’s performance are as follows: Pre-provision net income • Pre-provision return on assets • Total shareholder return Analysis of the Information Presented in the Pay versus Performance Table The following charts show the relationship between Compensation Actually Paid and the required performance measures in the tabular disclosure above—Company TSR, Net Income, and Pre-Provision Net Income (the Company-Selected Measure), as well as a comparison of Company TSR against NYSE Financial Index TSR.

  81. Pay Versus Performance

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  82. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Under our Severance Plan and their long-term incentive award agreements, our executive officers are entitled to severance benefits following certain terminations. These benefits ensure that our executives are motivated primarily by the needs of our business, rather than circumstances that are outside of the ordinary course of business (such as circumstances that might lead to the termination of an executive’s employment or that might lead to a change in control). Severance benefits provide for a level of continued compensation if an executive’s employment is adversely affected in these circumstances, subject to certain conditions. We believe that these benefits enable executives to focus fully on their duties while employed by us, ensure that our executives act in the best interests of our stockholders, even if such actions are otherwise contrary to our executives’ personal interests, and alleviate concerns that may arise in the event of an executive’s separation from service with us. We believe that these severance benefits are in line with current market practices. The rights to and level of benefits are determined by the type of termination event. The Severance Plan, including the related Participation Agreements of our named executive officers thereunder, provides for the following cash and other benefits:

  83. Potential Payments Upon Termination or Change in Control

    | Termination Event | Severance Benefits | | “Qualifying Termination” Without a Change in Control | The Severance Plan defines “qualifying termination” as termination of a participant’s employment by the participant for good reason or by the Company for any reason other than cause, disability, or death. (1) Payment in Lieu of 30 Days’ Notice. At our election, 30 days’ base salary in lieu of allowing the participant to work through any required 30-day termination notice period. (2) Base Salary Continuation. In the case of Mr. Beck, an amount equal to two times his salary in effect on the termination date, payable over a period of 24 months following his termination date, and in the case of each other participant, an amount equal to his or her salary in effect on the termination date, payable over a period of 12 months following his termination date. (3) Average Bonus. In the case of Mr. Beck, an amount equal to two times his average bonus determined as of the termination date, payable over a period of 24 months following his termination date, and in the case of each other participant, an amount equal to his or her average bonus determined as of the termination date, payable over a period of 12 months following his or her termination date. A participant’s “average bonus” as defined in the Severance Plan is the average annual bonus paid for the three fiscal years preceding the year of termination or such lesser number of full fiscal years that the participant has been employed. If employment is terminated before the last day of the participant’s first full fiscal year, the average bonus is calculated as the participant’s target bonus. (4) Annual Incentive Compensation. The pro-rata portion of any bonus for the year in which termination occurs, to the extent earned, plus, if termination occurs after year-end but before the bonus for the preceding year is paid, the bonus for the preceding year, to the extent earned. (5) Health Benefits Continuation Coverage. Reimbursement of COBRA premiums for continuation coverage under our group medical plan for 24 months (in the case of Mr. Beck) or 12 months (in the case of each other participant) following his or her termination date, so long as he or she is not entitled to obtain insurance from a subsequent employer. (6) Outplacement Services. Reasonable outplacement service expenses for 24 months (in the case of Mr. Beck) or 12 months (in the case of each other participant) following the termination date, not exceeding $25,000 per year. | | “Qualifying Termination” With a Change in Control | If a qualifying termination occurs within one (1) year immediately following a change in control or within six (6) months immediately prior to such change in control, then the participant is entitled to the benefits described immediately above, except the amounts described in items (2) and (3) will be increased to be two times salary and average bonus for all participants, except for Mr. Beck, whose benefits would remain at two times salary and average bonus. Such severance benefits will be payable over a period of 24 months following Mr. Beck’s termination date and a period of 12 months following the termination date of each other participant. | | Disability | If employment is terminated due to the participant’s disability, he or she will be entitled to the same benefits as if a qualifying termination without a change in control occurred, except that he or she is not entitled to 30 days’ notice of termination (or payment in lieu thereof). The disability severance benefits will be reduced by the amount of any disability benefits paid to the participant pursuant to any disability insurance, plan, or policy provided by us to or for the benefit of the participant. If any disability benefits paid to an participant pursuant to any disability insurance, plan, or policy provided by us are not subject to local, state, or federal taxation, then our severance obligations in the event of termination due to the participant’s disability will be reduced by an amount equal to the gross taxable amount that we would have been required to pay in order to yield the net, after-tax benefit that the participant actually received pursuant to such disability insurance, plan, or policy. | | Death | Annual Incentive Compensation. The pro-rata portion of any bonus for the year in which death occurs, to the extent earned, plus, if death occurs after year-end but before the bonus for the preceding year is |

  84. Potential Payments Upon Termination or Change in Control

    | Termination Event | Severance Benefits | | | paid, the bonus for the preceding year, to the extent earned (paid to the participant’s designated beneficiary or estate, as applicable). | | Voluntary Termination | Annual Incentive Compensation. If termination occurs after year-end but before the bonus for the preceding year is paid, the bonus for the preceding year, to the extent earned (the participant is not entitled to any bonus for the year during which voluntary termination occurs). | | Cause | None. |

  85. Potential Payments Upon Termination or Change in Control

    In addition to the benefits provided for under the Severance Plan, our long-term incentive award agreements provide for the following treatment of awards following termination:

  86. Potential Payments Upon Termination or Change in Control

    | Termination Event | Award Treatment | | By the Company Without Cause, by the Executive for Good Reason, Due to Disability, or Due to Death | • Nonqualified Stock Option Awards: Pro-rata accelerated vesting of any unvested shares. • Restricted Stock Awards: Pro-rata accelerated vesting of any unvested shares. • Performance-Contingent RSUs: Eligibility to vest in a pro-rata portion of the award, subject to actual performance over the full performance period. • Cash-Settled Performance Units: Eligibility to vest in a pro-rata portion of the award, subject to actual performance over the full performance period. • Performance Restricted Stock Units: Eligibility to vest in a pro-rata portion of the award, subject to actual performance over the full performance period. | | “Double-Trigger” Change in Control | • Nonqualified Stock Option Awards: Full accelerated vesting in the event of a termination of employment by us without cause or by the executive as a result of good reason within six months before or one year after the effective date of a change in control. • Restricted Stock Awards: Full accelerated vesting in the event of a termination of employment by us without cause or by the executive as a result of good reason within six months before or one year after the effective date of a change in control. • Performance-Contingent RSUs: Full accelerated vesting at target in the event of a termination of employment by us without cause or by the executive as a result of good reason within six months before or one year after the effective date of a change in control. • Cash-Settled Performance Units: Full accelerated vesting at target in the event of a termination of employment by us without cause or by the executive as a result of good reason within six months before or one year after the effective date of a change in control. • Performance Restricted Stock Units: Full accelerated vesting (of the time-based RSUs resulting from the conversion of performance restricted stock units that are earned based upon performance determined at the time of the change in control) in the event of a termination of employment by us without cause or by the executive as a result of good reason within six months before or one year after the effective date of a change in control. | | Retirement | • Nonqualified Stock Option Awards: Continued vesting as if the executive remained employed. • Restricted Stock Awards: Unvested shares are forfeited as of the termination date. • Performance-Contingent RSUs: Eligibility to vest in a pro-rata portion of the award, subject to actual performance over the full performance period. • Cash-Settled Performance Units: Eligibility to vest in a pro-rata portion of the award, subject to actual performance over the full performance period. • Performance Restricted Stock Units: Eligibility to vest in a pro-rata portion of the award, subject to actual performance over the full performance period. An executive is generally eligible for “Retirement” when he or she (i) is 65 or older at the time of termination, or (ii) is 55 or older at the time of termination and has completed ten (10) years of service to Regional. |

  87. Potential Payments Upon Termination or Change in Control

    The following table provides information concerning the payments and the value of other benefits that our continuing named executive officers would have been eligible to receive if their employment had been terminated under the described circumstances on December 31, 2023. Our obligation to provide the payments and other benefits described in the table are found in our Severance Plan and each continuing named executive officer’s long-term incentive award agreements, in each case, as described above. With respect to Mr. Schachtel, the table provides information concerning the payments and benefits he has received or will receive under the Severance Plan, subject to his compliance with the restrictive covenants contained in the Severance Plan, in connection with the termination of his employment without cause on December 31, 2023. The termination of his employment was treated as a “Qualifying Termination” under the Severance Plan. In calculating the amounts included in the table below, we have assumed (i) that the termination event and/or change in control occurred on December 31, 2023, (ii) a share price of $25.08 (our closing share price on December 29, 2023), and (iii) the following: “Payment in Lieu of 30 Days’ Notice”: We have assumed that we will elect to pay 30 days’ base salary in lieu of allowing the NEO to work through any required 30-day termination notice period. • “Severance Payment”: The amount represents a combination of the “Base Salary Continuation” and “Average Bonus” payments described above. • “Annual Incentive Compensation”: The amount is based upon the level of performance and percentage payout actually achieved, as determined by the Compensation Committee in January 2024. • “Long-Term Incentive Award Vesting”: The value associated with accelerated nonqualified stock option awards has been calculated by multiplying the number of accelerated shares by the amount by which our stock price as of December 31, 2023 exceeded (if at all) the exercise price of the option. For any performance-contingent long-term incentive award where vesting remains subject to actual performance over a performance period, (1) we have calculated the value (if any) of awards associated with performance periods ending in 2023 based on actual performance, and (2) we have ascribed no value to awards associated with performance periods ending after 2023 because there is no guarantee that we will meet the threshold performance criteria required for these awards to vest and be paid. “Other Benefits”: The amount includes reimbursement of COBRA premiums for continuation coverage and the value of outplacement services. We have assumed (1) that the NEO will not become entitled to obtain insurance from a subsequent employer, and (2) that the NEO will receive the maximum value of outplacement services.

  88. Potential Payments Upon Termination or Change in Control

    | | | Termination Event | | | | | | Name | Type of Payment or Benefit | Termination by the Company Without Cause or by the Executive for Good Reason ($) | Termination by the Company Without Cause or by the Executive for Good Reason in Connection with a Change in Control ($) | Termination Due to Disability ($) | Termination Due to Death ($) | Voluntary Termination by the Executive(1) ($) | | Robert W. Beck | Payment in Lieu of 30 Days’ Notice | 54,247 | 54,247 | — | — | — | | | Severance Payment | 3,228,680 | 3,228,680 | 3,228,680 | — | — | | | Annual Incentive Compensation | 891,000 | 891,000 | 891,000 | 891,000 | — | | | Long-Term Incentive Award Vesting(2) | 1,570,330 | 2,936,329 | 1,570,330 | 1,570,330 | — | | | Other Benefits | 50,000 | 50,000 | 50,000 | — | — | | | Total | 5,794,257 | 7,160,256 | 5,740,010 | 2,461,330 | — | | Harpreet Rana | Payment in Lieu of 30 Days’ Notice | 34,521 | 34,521 | — | — | — | | | Severance Payment | 821,427 | 1,642,854 | 821,427 | — | — | | | Annual Incentive Compensation | 378,000 | 378,000 | 378,000 | 378,000 | — | | | Long-Term Incentive Award Vesting(2) | 461,372 | 864,127 | 461,372 | 461,372 | — | | | Other Benefits | 25,000 | 25,000 | 25,000 | — | — | | | Total | 1,720,320 | 2,944,502 | 1,685,799 | 839,372 | — | | John D. Schachtel | Payment in Lieu of 30 Days’ Notice | 36,247 | 36,247 | — | — | — | | | Severance Payment | 865,111 | 1,730,222 | 865,111 | — | — | | | Annual Incentive Compensation | 396,900 | 396,900 | 396,900 | 396,900 | — | | | Long-Term Incentive Award Vesting(2) | 443,712 | 819,372 | 443,712 | 443,712 | — | | | Other Benefits | 27,788 | 27,788 | 27,788 | — | — | | | Total | 1,769,758 | 3,010,529 | 1,733,511 | 840,612 | — | | Brian J. Fisher | Payment in Lieu of 30 Days’ Notice | 33,863 | 33,863 | — | — | — | | | Severance Payment | 808,291 | 1,616,582 | 808,291 | — | — | | | Annual Incentive Compensation | 370,800 | 370,800 | 370,800 | 370,800 | — | | | Long-Term Incentive Award Vesting(2) | 397,178 | 704,567 | 397,178 | 397,178 | — | | | Other Benefits | 25,533 | 25,533 | 25,533 | — | — | | | Total | 1,635,665 | 2,751,345 | 1,601,802 | 767,978 | — | | Manish Parmar | Payment in Lieu of 30 Days’ Notice | 29,836 | 29,836 | — | — | — | | | Severance Payment | 712,925 | 1,425,850 | 712,925 | — | — | | | Annual Incentive Compensation | 326,700 | 326,700 | 326,700 | 326,700 | — | | | Long-Term Incentive Award Vesting(2) | 340,561 | 588,770 | 340,561 | 340,561 | — | | | Other Benefits | 25,000 | 25,000 | 25,000 | — | — | | | Total | 1,435,022 | 2,396,156 | 1,405,186 | 667,261 | — |

  89. Potential Payments Upon Termination or Change in Control

    A voluntary termination that is treated as a “retirement” may result in pro-rata or continued vesting of certain long-term incentive awards. None of our NEOs were eligible for “retirement” as of December 31, 2023. (2) See “Executive Compensation Tables – Outstanding Equity Awards at Fiscal Year-End” for a summary of equity-based long-term incentive awards outstanding as of December 31, 2023. As of December 31, 2023, in addition to equity-based long-term incentive awards, Mr. Beck, Ms. Rana, and Messrs. Schachtel, Fisher, and Parmar held one or more cash-settled performance unit awards having an aggregate target value of $560,000; $166,250; $160,500; $150,000; and $132,000, respectively. The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms, or operation in favor of our NEOs. Because the amounts in the table are calculated subject to the assumptions provided and on the basis of the occurrence of a termination as of a particular date and under a particular set of circumstances, the actual amount to be paid to each of our NEOs upon a termination or change in control may vary significantly from the amounts included in the table. Factors that could affect these amounts include the timing during the year of the termination event and the type of termination event that occurs.

  90. Proposal No. 1: Election of Directors

    Proposal No. 1: Election of Directors Our Bylaws currently provide that the number of directors of the Company shall be fixed from time to time by resolution adopted by the Board. There are presently eight directors. The Nominating Committee evaluates the size and composition of the Board on at least an annual basis. In connection therewith, the Nominating Committee has nominated and recommends for election as directors the following eight nominees: Robert W. Beck, Jonathan D. Brown, Roel C. Campos, Maria Contreras-Sweet, Michael R. Dunn, Steven J. Freiberg, Sandra K. Johnson, and Carlos Palomares. Each nominee presently serves as a director. Directors shall be elected to serve until the next annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation, removal, or death. A candidate for election as a director is nominated to stand for election based on his or her professional experience, recognized achievements in his or her respective fields, an ability to contribute to some aspect of our business, and the willingness to make the commitment of time and effort required of a director. A description of the background, business experience, skills, qualifications, attributes, and certain other information with respect to each of the nominees for election to the Board can be found above in the “Board of Directors and Corporate Governance Matters” section of this Proxy Statement. Each of the above-listed nominees has been identified as possessing an appropriate diversity of background and experience, good judgment, deep knowledge of our industry, strength of character, and an independent mind, as well as a reputation for integrity and high personal and professional ethics. Each nominee also brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas. In selecting this slate of nominees for 2024, the Nominating Committee specifically considered the background and business experience of each of the nominees, along with the familiarity of the nominees with our business and prospects, which has been developed as a result of their service on our Board. The Nominating Committee believes that such familiarity will be helpful in addressing the opportunities and challenges that we face in the current business environment. Each of the eight nominees has consented to being named in this Proxy Statement and to serve as a director, if elected. In the event that any nominee withdraws, or for any reason is unable to serve as a director, the proxies will be voted for such other person as may be designated by the Nominating Committee as a substitute nominee, but in no event will proxies be voted for more than eight nominees. The Nominating Committee has no reason to believe that any nominee will not continue to be a candidate or will not serve if elected. The Board unanimously recommends a vote “FOR” the election of each of the nominees listed above.

  91. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”). In addition, our Amended and Restated Certificate of Incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL. There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director, officer, or other party.