DEF 14A of Enova International, Inc., Apr 4, 2025

DEF 14A of Enova International, Inc.

Filed Apr 4, 2025 · FY20240000950170-25-051173

Open on EDGAR

  1. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS

  2. Directors to be Elected by our Stockholders

    Directors to be Elected by our Stockholders At the Annual Meeting, our stockholders will elect ten directors to hold office until the 2026 Annual Meeting and until their successors are elected and qualified or until their earlier death, incapacity, resignation or removal. Each director has served continuously since the date of his or her appointment. All nominees have consented to being named in this proxy statement and to serve if elected. If any nominee should be unable or unwilling to stand for election as a director, it is intended that the Common Stock represented by proxies will be voted for the election of a substitute nominated by the Board.

  3. Directors to be Elected by our Stockholders

    | Name | Age | Background | | Ellen Carnahan Director since May 19, 2015 | 69 | Ms. Carnahan currently serves as the Chair of our Audit Committee. Ms. Carnahan has over 20 years of experience as a venture capitalist. She is currently Principal of Machrie Enterprises, where she provides angel capital, expertise and extensive connections to growth businesses and venture funds. She previously spent 18 years as co-manager and lead technology investor at William Blair Capital Partners (WBCP). Ms. Carnahan has been a director of 26 public and private companies, primarily in technology. She currently serves as a director of The Jackson National Life Funds and served as a director of Paylocity Holding Corporation (Nasdaq: PCTY) until August 31, 2023. Prior to joining WBCP, she was Vice President of Marketing at SPSS (analytical software) and held management roles in financial services. Passionate about the community, she was Chair of The Metropolitan Planning Council and a long-time board member and Chair of Communities In Schools of Chicago and The Chicago Network. She also served on numerous civic boards including the Illinois Venture Capital Association and the State of Illinois Growth and Innovation Fund. She graduated as salutatorian from the University of Notre Dame and received an MBA with honors from the University of Chicago. Ms. Carnahan is currently a non-practicing certified public accountant. We believe Ms. Carnahan’s qualifications to sit on our Board include, among other things, her experience in the finance industry, including her experience in technology companies, her leadership experience, and her experience as a director of other publicly traded companies, which has given her a strong understanding of public company corporate governance and financial reporting and business controls. | | Lindsay Y. Corby Director since August 7, 2024 | 47 | Ms. Corby is currently the Chief Financial Officer at Chicago Trading Company. Previously, she served as Chief Financial Officer of Byline Bancorp, Inc. from 2015 to 2022. Prior to joining Byline, she was a principal at BXM Holdings, Inc., a financial services company focusing on recapitalization transactions, which she joined in 2011. Her prior experience also includes investment banking roles at Keefe and Bruyette & Woods and Merrill Lynch. Ms. Corby has served on the Board of Directors of Innerworkings, Inc. from 2018 to 2020 and the board of QCR Holdings, Inc. from 2012 to 2016. Ms. Corby received an M.S. in Accounting, a B.A. in Spanish and a B.B.A. in Accounting from Southern Methodist University and currently serves on the Cox School of Business Alumni Board. Additionally, she is a registered Certified Public Accountant and a graduate of the Kellogg Executive Education Women’s Senior Leadership Program. We believe Ms. Corby’s qualifications to sit on our Board include, among other things, her experience in the finance industry, including her banking industry experience and her regulatory knowledge of the industry, her leadership experience, and her experience as a director of other publicly traded companies, which has given her a strong understanding of public company corporate governance and financial reporting and business controls. |

  4. Directors to be Elected by our Stockholders

    | Daniel R. Feehan Director since September 13, 2011 | 74 | Mr. Feehan currently serves as the Chair of our Management Development and Compensation Committee. Mr. Feehan is currently the Chairman of the Board of FirstCash, Inc. (Nasdaq: FCFS) and serves as Chairman of the Board of AZZ Inc. (NYSE AZZ). Previously, Mr. Feehan served as a Director of Cash America International, Inc. and was Cash America’s Executive Chairman from November 1, 2015 until Cash America’s merger with First Cash Financial Services in September 2016. Prior to that, Mr. Feehan served as the Chief Executive Officer of Cash America from February 2000 to November 2015. Prior to that, Mr. Feehan served in other executive management roles at Cash America including President and Chief Operating Officer and Chief Financial Officer beginning in 1990. Mr. Feehan also serves as a director of a number of private companies and charitable organizations including the Lena Pope Home and One Safe Place. In December 2019, Texas Governor Greg Abbott appointed Mr. Feehan to the Board of Regents of the University of North Texas System. Mr. Feehan received a Bachelor of Business Administration degree in Accounting from Texas A&M University and has been recognized as a Distinguished Alumni of that institution. We believe Mr. Feehan’s qualifications to sit on our Board include, among other things, his leadership experience, specifically his experience as Chief Executive Officer of Cash America, his knowledge of the consumer finance industry and its regulatory environment, his experience and background in finance and accounting and his experience as a director of multiple publicly traded companies, which has given him a strong understanding of public company corporate governance. | | David Fisher Director since February 11, 2013 | 55 | Mr. Fisher has served as our Chief Executive Officer since January 29, 2013 when he joined Enova. Mr. Fisher has also served as a Director since February 11, 2013 and as Chairman of our Board since October 14, 2014. Prior to joining the Company, Mr. Fisher was Chief Executive Officer of optionsXpress Holdings, Inc. (optionsXpress) from October 2007 until The Charles Schwab Corporation acquired the business in September 2011. Following the acquisition, Mr. Fisher served as President of optionsXpress until March 2012. Mr. Fisher also served as the President of optionsXpress from March 2007 to October 2007 and as the Chief Financial Officer of optionsXpress from August 2004 to March 2007. Prior to joining optionsXpress, Mr. Fisher served as Chief Financial Officer of Potbelly Sandwich Works from February 2001 to July 2004, and before that in the roles of Chief Financial Officer and General Counsel for Prism Financial Corporation. In addition, Mr. Fisher currently serves on the Board of Directors of GoHealth, Inc., Meridian International and Friss fraudebestrijding. Mr. Fisher previously served on the Boards of Directors of Fathom Digital Manufacturing Corporation, optionsXpress, CBOE Holdings, Inc., InnerWorkings, Inc., GrubHub, Inc. and Just Eat Takeaway.com N.V. Mr. Fisher received a Bachelor of Science degree in Finance from the University of Illinois and a law degree from Northwestern University School of Law. We believe Mr. Fisher’s qualifications to sit on our Board include, among other things, his leadership experience, specifically his experience as Chief Executive Officer of the Company and of optionsXpress, his knowledge of the consumer finance industry and his experience in leading highly-regulated international companies gained through his tenure at the Company and at optionsXpress, his experience and background in finance, legal and compliance matters, and his experience as a director of multiple companies, which has given him a strong understanding of public company corporate governance. | | William M. Goodyear Director since October 1, 2014 | 76 | Mr. Goodyear currently serves as a director of Ardent Health Partners, Inc. (NYSE: ARDT), where he chairs the Audit Committee. Mr. Goodyear previously served as the lead independent director and Chair of the Audit Committee for Exterran Corporation, a natural gas compression products and services company, from April 2013 until its acquisition by Enerflex in October 2022. Mr. Goodyear served as |

  5. Directors to be Elected by our Stockholders

    | | | Executive Chairman of the Board and as a director of Navigant Consulting, Inc., a specialized global consulting firm, from 2000 and 1999, respectively, until he retired from each position in April 2014 and May 2014, respectively. Mr. Goodyear served as Chief Executive Officer of Navigant from May 2000 through March 2012. Prior to 1999, Mr. Goodyear served as Chairman and Chief Executive Officer of Bank of America Illinois and was President of Bank of America’s Global Private Bank. Mr. Goodyear also held a variety of assignments with Continental Bank, subsequently Bank of America, including corporate finance, corporate lending, trading and distribution, and he was stationed in London for five years of his tenure to manage Continental Bank’s European and Asian Operations. Mr. Goodyear also served as a director, including as the Vice Chairman of the Board of Directors, of Continental Bank from 1991 through 1994. Mr. Goodyear is an emeriti trustee and past member of the Executive Committee of the Board of Trustees for the Chicago Museum of Science and Industry and an emeriti trustee of the Board of Trustees of the University of Notre Dame. Mr. Goodyear is an emeriti trustee on the Rush University Medical Center Board, and past Vice-Chairman of the Board and Chairman of the Executive Committee, as well as a past Chairman of the Finance Committee. Mr. Goodyear received a Master’s degree in Business Administration, with Honors, from the Amos Tuck School of Business at Dartmouth College and a Bachelor’s degree in Business Administration, with Honors, from the University of Notre Dame. We believe Mr. Goodyear’s qualifications to sit on our Board include, among other things, his experience in the finance industry, including his domestic and international experience and his regulatory knowledge of the industry, his executive leadership experience and his experience as a director of other publicly traded companies, which has given him a strong understanding of public company corporate governance and financial reporting and business controls. | | James A. Gray Director since October 1, 2014 | 59 | Mr. Gray is currently our Lead Independent Director. Mr. Gray is currently the Chief Executive Officer of G-Bar Ventures LLC. He was previously the Chief Executive Officer of G-Bar Limited Partnership, an independent proprietary options and futures trading firm, and served in that position from 1996 through 2014. Mr. Gray had held various positions with G-Bar Limited Partnership since 1987. Mr. Gray was a cofounder and served as the Chairman of the Board of optionsXpress from 2000 through 2012. Mr. Gray has served on the boards of Incapital LLC, Cumulus Funding LLC and Backstop Solutions Group as well as the boards of the Lurie Children’s Hospital of Chicago and the Chicago Museum of Science and Industry. Mr. Gray is also a member of the Chief Executive’s Organization, the Young Presidents Organization (where he is a past President), the Chicagoland Entrepreneurial Center, the Executives Club, the Economic Club of Chicago (where he served as Director) and the Commercial Club. Mr. Gray holds a Bachelor of Science degree in Finance and Economics from the University of Iowa. We believe Mr. Gray’s qualifications to sit on our Board include, among other things, his service as Chairman of the Board of optionsXpress, formerly a publicly traded company, his entrepreneurial and executive leadership experience in growing businesses, and his knowledge and experience in the technology industry. | | Gregg A. Kaplan Director since October 1, 2014 | 55 | Mr. Kaplan is currently Chief Executive Officer of Dentologie Enterprises, Inc., where he has served since June 2022. Previously he served as Chief Executive Officer of Valicor Environmental Services from January 2020 to June 2021, as an Operating Partner with Pritzker Capital Group from April 2015 to January 2020 and as President and Chief Operating Officer of Coinstar, Inc., from April 2009 through March 2013. Prior to that, Mr. Kaplan served as Chief Executive Officer of Redbox Automated Retail, LLC (Redbox) from December 2005 to March 2009. Mr. Kaplan served as senior director of strategy for McDonald’s Corporation from 2002 to 2005 |

  6. Directors to be Elected by our Stockholders

    | | | and as director of strategy from 2001 to 2002, and he led the Redbox venture while it was part of McDonald’s Corporation. Mr. Kaplan was a partner in Divine interVentures, a venture capital group specializing in business-to-business exchanges and infrastructure software opportunities, from 1999 to 2001, and Mr. Kaplan also served as director of interactive marketing for Streamline.com, a web-based grocery delivery company, from 1996 to 1999. Mr. Kaplan received a Master’s degree in Business Administration from Harvard Business School and a Bachelor’s degree in Philosophy from the University of Michigan. We believe Mr. Kaplan’s qualifications to sit on our Board include, among other things, his leadership experience as an executive officer of a publicly traded company, his experience expanding and running a high-growth company and his business acumen and strategic insight. | | Mark P. McGowan Director since March 30, 2016 | 46 | Mr. McGowan is the Managing Member of SAF Capital Management LLC, an investment and consulting firm which he founded in November 2006. Prior to forming SAF Capital Management LLC, Mr. McGowan was the Co-founder and Managing Member of MPG Capital Management, LLC, a financial markets research firm, which derived and licensed statistically validated algorithmic trading models and investment strategies for accredited and institutional investors. Mr. McGowan previously worked within the Consumer and Market Knowledge function of Procter & Gamble, where he was instrumental in shaping marketing strategies for multiple brands, as well as leading Market Mix Modeling and the development of macroeconomic forecasting capabilities within Procter & Gamble’s Homecare division. Mr. McGowan served as Chairman of the Board of Directors of CombiMatrix Corporation (acquired by Invitae Corporation) from 2010 to March 2013 and on the Board of Directors of Premier Exhibitions, Inc. from September 2011 to October 2012. Mr. McGowan received his Bachelor of Science in Microbiology, with a focus in Genomics and Molecular Genetics, from Michigan State University. We believe Mr. McGowan’s qualifications to sit on our Board include, among other things, his financial and investment industry experience, his understanding of our business and our industry, his service on boards of other public companies, which has given him a strong understanding of public company corporate governance and financial reporting and business controls, his knowledge of securitization transactions and his strategic insight. In addition, Mr. McGowan provides a valuable stockholder perspective to the Board. | | Linda Johnson Rice Director since September 10, 2020 | 66 | Ms. Rice currently serves as the Chair of our Nominating and Corporate Governance Committee. She is the Chief Executive Officer of Johnson Publishing Company, LLC, formerly the parent company for Ebony and Jet magazines and Fashion Fair Cosmetics. She is a member of the board of directors for Omnicom Group Inc. (NYSE OMC). Ms. Rice is a Trustee at the Art Institute of Chicago, a member of the board of directors of Northwestern Memorial Hospital, President of the Chicago Public Library board of directors, a founding member of the Council of the National Museum of African American History and Culture and a founding member of the Adweek Diversity & Inclusion Council. She previously served on the board of directors of Grubhub Inc., Tesla, Inc., Kimberly-Clark Corporation, Bausch & Lomb, Continental Bank, Dial Corporation, MoneyGram International, Inc., Quaker Oats Company and Viad Corp. Ms. Rice holds a B.A. in Journalism from the University of Southern California’s Annenberg School of Communication and an M.B.A. from Northwestern University’s Kellogg School of Management. We believe Ms. Rice’s qualifications to sit on our Board include, among other things, her extensive board experience across a variety of industries, including financial services and technology, which will be invaluable to us as we work to deliver value for our shareholders, customers, employees and communities. |

  7. Directors to be Elected by our Stockholders

    | Mark A. Tebbe Director since October 1, 2014 | 63 | Mr. Tebbe currently serves as an Adjunct Professor of Entrepreneurship at University of Chicago’s Booth School of Business where he has served since 2011, as well as Chairman of World Business Chicago’s Innovation and Venture Council, a council of technology leaders dedicated to driving growth and opportunity in Chicago technology companies. Mr. Tebbe previously served as an Operating Executive for Lake Capital, a private equity firm, from 2008 until 2011. Prior to his association with Lake Capital, Mr. Tebbe was the founder and chairman of Techra Networks, a consulting firm that assists companies in better leveraging technology to enhance their business results, where he worked from 2002 to 2008. In 2004, Mr. Tebbe co-founded Answers Corporation, a company that owned and operated advertising-supported public websites and was listed on the Nasdaq in 2005, and he served as the company’s Co-Founder, Vice-Chairman and Lead Director until the company was sold to a portfolio company of Summit Partners in 2011. From 1984 to 2002, Mr. Tebbe served as Chairman of Lante Corporation, a technology consulting firm he founded. Mr. Tebbe graduated with a Bachelor of Science degree in Computer Science from the University of Illinois at Urbana/Champaign. Mr. Tebbe has been a consultant to executive management of many leading companies including American Express, Dell and Microsoft as well as non-profit organizations such as National Park Service, United Nations and World Economic Forum. We believe Mr. Tebbe’s qualifications to sit on our Board include, among other things, his leadership experience as an executive officer of two publicly traded companies, his service as a director on other public company boards, which has given him a strong understanding of public company corporate governance and financial reporting and business controls, his extensive entrepreneurial background and his many years of senior management experience in the technology industry. |

  8. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR ALL DIRECTOR NOMINEES

    THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR ALL DIRECTOR NOMINEES

  9. Director Compensation

    Director Compensation We provide competitive compensation to our non-employee directors that is designed to attract and retain high-quality directors, provide them with compensation at a level that is consistent with our compensation objectives and encourage their ownership of our stock to further align their interests with those of our stockholders. Our directors who are also employees receive no additional compensation or stock awards for service on our Board, although we may reimburse them for travel and other expenses. Each non-employee director earns an annual retainer of $100,000. We pay an additional annual retainer of $30,000 to the independent director serving as the Lead Independent Director and the non-employee director chair of the Audit Committee, and we pay an additional annual retainer of $25,000 to the non-employee director chairs of each of the Compensation Committee and the Nominating and Corporate Governance Committee. These retainers are paid in cash in quarterly installments. Our non-employee directors are each eligible to receive an annual grant of RSUs on or shortly following the date of each annual meeting of stockholders at which they are elected. Directors first appointed to the Board other than at an annual meeting are eligible to receive a prorated RSU grant at the time appointed. An annual RSU grant valued at $170,000 was made to each of our non-employee directors on May 8, 2024, other than Ms. Corby, who received a prorated RSU grant valued at $128,548 on November 5, 2024. The RSUs fully vest 12 months from the grant date. The number of RSUs granted was determined based on the average of the closing price of our common stock for the last 45 trading days preceding the grant date. The table below sets forth the director compensation paid or earned by our non-employee directors in fiscal year 2024. Mr. Fisher, who also served as our CEO, received no compensation for serving as a director and is not included in the table below.

  10. Director Compensation

    | Name | Fees Earned or Paid in cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Ellen Carnahan | 115,000 | 172,400 | — | 287,400 | | Lindsay Y. Corby | 14,946 | 137,300 | — | 152,246 | | Daniel R. Feehan | 112,500 | 172,400 | — | 284,900 | | William M. Goodyear | 87,500 | 172,400 | 2,196 | 262,096 | | James A. Gray | 115,000 | 172,400 | — | 287,400 | | Gregg A. Kaplan | 87,500 | 172,400 | — | 259,900 | | Mark P. McGowan | 87,500 | 172,400 | — | 259,900 | | Linda Johnson Rice | 105,000 | 172,400 | — | 277,400 | | Mark A. Tebbe | 87,500 | 172,400 | — | 259,900 |

  11. Director Compensation

    Each non-employee director, other than Ms. Corby, was granted 2,754 RSUs under the Company’s 2014 LTIP, valued at $61.71 per share, the average of the closing price of our Common Stock for the last 45 trading days preceding the grant date. Ms. Corby was granted 1,537 RSUs under the Company’s 2014 LTIP, valued at $83.63 per share, the average of the closing price of our Common Stock for the last 45 trading days preceding the grant date. In accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation – Stock Compensation (ASC 718), the amounts in this column were calculated by multiplying the number of RSUs granted by the closing stock price of Enova’s common stock on the last trading day preceding the grant date, which was $89.33 for Ms. Corby and $62.60 for each of the other non-employee directors. These awards will vest 12 months from the date of grant. In addition, all unvested RSUs granted will automatically vest if a change-in-control occurs prior to the termination of the director’s service on our Board. Each vested RSU entitles the director to receive one share of our common stock shortly after vesting. As of December 31, 2024, the total number of outstanding stock awards held by each non-employee director was 2,754, except for Ms. Corby, who held 1,537 RSUs. (2) For Mr. Goodyear, the amount shown represents reimbursements for travel expenses.

  12. Compensation Committee Interaction with Compensation Consultants

    Compensation Committee Interaction with Compensation Consultants Since 2014, the Compensation Committee has engaged Towers Watson & Co., n/k/a Willis Towers Watson plc (WTW), an executive compensation consulting firm, to assist with its review of the compensation programs for our executive officers and the compensation disclosures in this proxy statement. Although the Compensation Committee retains WTW, WTW interacts directly with our executive officers when necessary and appropriate. WTW’s advisory services include providing industry and peer group compensation data, presenting compensation plan designs to the Compensation Committee for consideration, conducting an annual risk assessment of our executive compensation programs and attending Compensation Committee meetings. The Compensation Committee considered and assessed the factors relevant to SEC and NYSE rules with respect to advisor independence and potential conflicts of interest and determined that WTW is an independent executive compensation consulting firm.

  13. Competitive Reference Points

    Competitive Reference Points Our Compensation Committee selects competitive market reference points with which we compare our executive compensation policies and practices from time to time. The Compensation Committee may retain compensation consultants to gather and present such information. In making compensation decisions, the Compensation Committee has historically reviewed the compensation policies and practices of a peer group of publicly-traded companies (Executive Compensation Peer Group) participating in a sufficiently broad range of industries to capture the uniqueness of our business, customers, industry, technology, markets where we compete for talent and regulatory environment. The companies selected by our Compensation Committee for the Executive Compensation Peer Group are of a similar size by revenue to Enova and operate in high-technology, internet retail, online-focused consumer finance or in other highly regulated industries. Our Compensation Committee engaged WTW to review and propose updates, as needed, to the Executive Compensation Peer Group to be used by the Compensation Committee in determining compensation to be paid to our NEOs for fiscal year 2024 and to provide compensation information for these companies. The following publicly traded companies were selected as our Executive Compensation Peer Group for fiscal year 2024 compensation decisions:

  14. Competitive Reference Points

    We believe it is important to maintain peer group stability from year-to-year, but equally important to make changes when they would improve market comparability and better align with our peer group selection criteria. As such, in 2024, with the support of WTW, the Compensation Committee approved the following changes to the foregoing peer group with respect to the peer group to be used for fiscal year 2025 compensation decisions: the addition of NCR Atleos Corporation and The Western Union Company. Our Compensation Committee considers the Executive Compensation Peer Group compensation information provided by our compensation consultant as a reference point when making compensation decisions and assessing the market competitiveness of our compensation programs for our NEOs with respect to the following elements of compensation: Base Salaries. Subject to the discretion of the Compensation Committee, our base salaries generally range between the 50th and 75th percentile of our Executive Compensation Peer Group, aligning closer to the 75th percentile for sustained superior performance; Short-term Incentive Compensation. Subject to the discretion of the Compensation Committee, short-term incentive compensation targets generally range between the 50th and 75th percentile of our Executive Compensation Peer Group, with awards aligning closer to the 75th percentile for sustained superior performance; and Long-term Incentive Compensation. Subject to the discretion of the Compensation Committee, long-term incentive compensation targets generally range between the 50th and 75th percentile of our Executive Compensation Peer Group, with awards aligning closer to the 75th percentile for sustained superior performance.

  15. Principal Elements of Our Executive Compensation Program

    Principal Elements of Our Executive Compensation Program Our executive compensation program is comprised of the following elements: Base salary. A performance-based annual cash incentive award, intended to increase stockholder value and our success by motivating executives to perform at their best and meet and exceed specified objectives. The goal of the annual cash incentive award is to provide executives with motivating incentives based on the achievement of goals relating to Enova or Enova’s individual business units. • Clear and objective financial and non-financial performance goals, including strategic and compliance-oriented qualitative initiatives, are established to provide an opportunity for increased rewards for exceptional results. • Long-term incentive compensation consists of time-based RSUs and stock options. The purpose of our long-term incentives is to promote Enova’s long-term business strategy and the interests of our stockholders by: • providing a line of sight to the long-term strategic goals of Enova; • attracting and retaining executive talent; • enabling executives to participate in our long-term growth and develop a sense of ownership by acquiring a proprietary interest in Enova; and • providing long-term equity incentives with upside earnings opportunity for exceptional performance and, in the case of stock options, with earnings opportunity only in the event Enova’s share price increases over time. Some of our stockholders have voiced a preference that a portion of named executive officers’ long-term equity incentives should vest based on the achievement of specific performance goals relating to our business strategy. At the same time, however, many of our other stockholders acknowledged that options are prevalent in the financial technology industry and consider them to be performance-based in that no value is recognized unless the stock price appreciates, a perspective shared by the Compensation Committee. In addition, many of our stockholders agreed that we had the appropriate mix of equity vehicles for our industry and stage. We believe that we would be disadvantaged if we did not offer time-vested equity awards since most companies with which we compete for top talent (including the vast majority of companies in the Executive Compensation Peer Group) provide time-vested equity awards to their executive team. Each year the Compensation Committee evaluates the appropriate equity vehicles for executive compensation, and as part of this evaluation considers, and will continue to consider, the use of awards that vest based on specific performance criteria. • Retirement benefits, including a 401(k) plan, a nonqualified savings plan, a supplemental executive retirement plan and a severance pay plan for executives. • 100% health insurance coverage (medical, dental and vision). • Certain additional benefits available to executives that may include: employment contracts, retention agreements and other similar benefits, including, but not limited to, executive short-term and long-term disability plans, which are not expected to be utilized frequently but may be used selectively and only if and when appropriate. In addition to our Compensation Committee, from time to time our Board may also review and approve our executive compensation philosophy or elements thereof and other matters related thereto when necessary or appropriate.

  16. 2024 Compensation for Named Executive Officers

    2024 Compensation for Named Executive Officers The 2024 compensation levels for Messrs. Chartier, Cunningham and Rahilly were recommended by Mr. Fisher with the ultimate compensation levels reviewed and approved by the Compensation Committee at the beginning of fiscal year 2024. In determining 2024 compensation levels, the Compensation Committee considered each element of compensation and the fit of each such element into the respective officer’s total compensation package. The compensation packages were designed with a goal of balancing short-term compensation, including base salary and short-term incentive compensation, with long-term compensation. The Compensation Committee believes that providing both short-term incentive compensation that is paid based on the achievement of specific quantitative and qualitative targets and share-based long-term incentive compensation that provides equity ownership in the Company helps to align our NEOs’ interests with those of our stockholders.

  17. Short-Term Incentive Compensation

    Short-Term Incentive Compensation Enova’s Senior Executive Bonus Plan provides for 75% of the total short-term cash incentive (STI) compensation opportunity, and our Discretionary Bonus Plan provides for 25% of the total STI compensation opportunity (collectively, the 2024 STI plan). In February 2024, the Compensation Committee approved the performance measures and goals along with the threshold, target and maximum opportunities for the awards to be made under the Senior Executive Bonus Plan and the Discretionary Bonus Plan for the 2024 performance period. The threshold, target and maximum opportunities, which are set as a percentage of base salary for each NEO, may vary from year to year at the discretion of the Compensation Committee. The target award amounts for total 2024 STI compensation, as a percentage of base salary, for our NEOs were as follows (threshold and maximum opportunities were 50% and 200% of target, respectively, consistent with 2023):

  18. Short-Term Incentive Compensation

    | Name | Target as a Percentage of Base Salary | | Mr. Fisher(1) | 140% | | Mr. Cunningham | 100% | | Mr. Chartier | 80% | | Mr. Rahilly | 75% |

  19. Short-Term Incentive Compensation

    (1) Mr. Fisher’s STI target increased to 140% in 2024 from 130% in 2023 based on his individual performance in 2023 and to be more consistent with his peers externally. The 2024 STI performance measures and goals that were established for the awards made under the Senior Executive Bonus Plan portion of the 2024 STI Plan were based on equal weightings of our (i) revenue (2024 Revenue), calculated in accordance with U.S. generally accepted accounting principles (GAAP), (ii) earnings before interest, income taxes, depreciation and amortization expenses and foreign currency transaction gain (loss), net (EBITDA), adjusted for certain items, which is a non-GAAP financial measure (2024 Adjusted EBITDA) and (iii) adjusted earnings per share (Adjusted EPS), which is also a non-GAAP financial measure (2024 Adjusted EPS). Payment of the STI awards granted under our Senior Executive Bonus Plan was subject to achievement of the following performance conditions: Earnings Thresholds: Potential STI awards began to accrue based on formulas set forth in the Senior Executive Bonus Plan once the earnings thresholds for 2024 Revenue, 2024 Adjusted EBITDA and/or 2024 Adjusted EPS set by the Compensation Committee (the Earnings Thresholds) were exceeded. • Earnings Targets: Under the terms of the Senior Executive Bonus Plan, if the earnings targets set by the Compensation Committee for 2024 Revenue, 2024 Adjusted EBITDA and 2024 Adjusted EPS (the Earnings Targets) were achieved, then the NEO would be eligible to receive a cash payment equal to 100% of his or her target award with respect to each such Earnings Target achieved. If one or more Earnings Targets was exceeded, each NEO was eligible to receive a cash payment in excess of his or her target award with respect to the Earnings Target exceeded calculated in accordance with the formula set forth in the Senior Executive Bonus Plan. The aggregate amounts of our quarterly Earnings Thresholds, Earnings Targets and Earnings Maximums for each of 2024 Revenue, 2024 Adjusted EBITDA and 2024 Adjusted EPS were as follows:

  20. Short-Term Incentive Compensation

    | | 2024 STI performance measures | | | | | Threshold ($) | Target ($) | Maximum ($) | | 2024 Revenue | 2,239.4 million | 2,488.2 million | 2.985.9 million | | 2024 Adjusted EBITDA | 475.7 million | 594.7 million | 832.5 million | | 2024 Adjusted EPS | 6.34 | 7.92 | 11.09 |

  21. Short-Term Incentive Compensation

    Our actual 2024 Revenue was $2,658 million. Our actual 2024 Adjusted EBITDA was $657.1 million, which is comprised of the following (in thousands):

  22. Short-Term Incentive Compensation

    | | 2024 Adjusted EBITDA | | Net income | $209,448 | | Depreciation and amortization expenses | 40,207 | | Interest expense, net | 290,442 | | Foreign currency transaction loss | 1,064 | | Provision for income taxes | 61,653 | | Stock-based compensation expense | 31,816 | | Adjustments: | | | Transaction-related costs(1) | 327 | | Equity method investment loss(2) | 16,460 | | Other nonoperating expenses(3) | 5,691 | | 2024 Adjusted EBITDA | $657,108 |

  23. Short-Term Incentive Compensation

    Our actual 2024 Adjusted EPS was $9.15 per share, which is comprised of the following:

  24. Short-Term Incentive Compensation

    | | 2024 Adjusted EPS | | Diluted earnings per share | $7.43 | | Adjustments: | | | Transaction-related costs(1) | 0.01 | | Equity method investment loss(2) | 0.58 | | Other nonoperating expenses(3) | 0.20 | | Intangible asset amortization | 0.29 | | Stock-based compensation expense | 1.13 | | Foreign currency transaction loss | 0.04 | | Cumulative tax effect of adjustments | (0.53) | | 2024 Adjusted EPS | $9.15 |

  25. Short-Term Incentive Compensation

    Expenses related to a consent solicitation for our Senior Notes due 2025. (2) Equity method investment loss related to the write-down of our investment in Linear Financial Technologies Holding LLC. (3) Losses on early extinguishment of debt related to the repayment of debt. The following table summarizes the target opportunities and actuals as well as the average payout percentages, which resulted in total STI payments made at 143.0% of target levels under the terms of the Senior Executive Bonus Plan:

  26. Short-Term Incentive Compensation

    | | 2024 STI performance measures | | | | | Actual ($) | Target ($) | Payout (%) | | 2024 Revenue | 2,657.8 million | 2,488.2 million | 144.3% | | 2024 Adjusted EBITDA | 657.1 million | 594.7 million | 134.1% | | 2024 Adjusted EPS | 9.15 | 7.92 | 150.5% | | 2024 STI payout as a percent of target payout (average): | | | 143.0% |

  27. Short-Term Incentive Compensation

    Threshold, target and maximum opportunities under the Senior Executive Bonus Plan for 2024 for each of our NEOs and the payments earned under the Senior Executive Bonus Plan for 2024 were as follows:

  28. Short-Term Incentive Compensation

    | | Senior Executive Bonus Plan | | | | | Name | Threshold ($) | Target ($) | Maximum ($) | Payment Earned ($) | | Mr. Fisher | 520,668 | 1,041,336 | 2,395,073 | 1,488,694 | | Mr. Cunningham | 225,057 | 450,115 | 1,035,263 | 643,484 | | Mr. Chartier | 148,878 | 297,756 | 684,838 | 425,672 | | Mr. Rahilly | 126,735 | 253,471 | 582,983 | 362,362 |

  29. Short-Term Incentive Compensation

    Our Compensation Committee also adopted four performance objectives and target opportunities for the 2024 performance period under the Discretionary Bonus Plan. The performance objectives were to (i) achieve a 97.5% completion rate within 15 days after the year end for all training courses, (ii) maintain effective compliance and training programs in the jurisdictions in which we operate such that there are no significant regulatory actions taken by our regulators, (iii) maintain high customer satisfaction levels and (iv) further integrate our values into the way we work and improve diversity. The Discretionary Bonus Plan is intended to increase stockholder value and our success by providing our officers and other employees with bonus awards based upon exceptional individual achievement or exceptional performance by us or our individual business units, which ultimately leads to stockholder value creation and enhances our financial performance over the long-term. The Compensation Committee assessed the Company’s performance against the 2024 Discretionary Bonus Plan performance objectives and determined that the qualitative 2024 Discretionary Bonus Plan performance objectives were achieved at target level performance with respect to Messrs Fisher and Cunningham, below target performance with respect to Mr. Chartier and above target performance with respect to Mr. Rahilly. Based on performance relative to the aforementioned performance objectives and individual performance levels, the Compensation Committee approved the following actual payments under the Discretionary Bonus Plan to our participating NEOs:

  30. Short-Term Incentive Compensation

    | | Discretionary Bonus Plan | | | Name | Target ($) | Payment Earned ($) | | Mr. Fisher | 347,112 | 347,112 | | Mr. Cunningham | 150,038 | 150,038 | | Mr. Chartier | 99,252 | 46,760 | | Mr. Rahilly | 84,490 | 129,175 |

  31. Short-Term Incentive Compensation

    In summary, aggregate payments earned under the 2024 STI plan by each of our participating NEOs were as follows:

  32. Short-Term Incentive Compensation

    | Name | Senior Executive Bonus Plan ($) | Discretionary Bonus Plan ($) | Total ($) | Percent of Target | | Mr. Fisher | 1,488,694 | 347,112 | 1,835,806 | 132% | | Mr. Cunningham | 643,484 | 150,038 | 793,522 | 132% | | Mr. Chartier | 425,672 | 46,760 | 472,432 | 119% | | Mr. Rahilly | 362,362 | 129,175 | 491,537 | 145% |

  33. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentive compensation was awarded under the Company’s 2014 Third Amended and Restated Long-Term Incentive Plan and 2014 Fourth Amended and Restated Long-Term Incentive Plan (2014 LTIP). The purpose of the 2014 LTIP is to promote the interests of Enova and its stockholders by giving us a competitive advantage in attracting, retaining and motivating employees, officers, consultants and directors capable of assuring our future success. The 2014 LTIP is designed to provide such persons incentives that are directly linked to the profitability of our business and increases in stockholder value, and to afford such persons an opportunity to acquire a proprietary interest in Enova. A variety of plan-based awards may be made under the 2014 LTIP, including both equity and non-equity based awards. In February 2024, our Compensation Committee approved long-term incentive (LTI) awards under the 2014 LTIP to our NEOs. These awards consisted of an LTI mix consisting of approximately 50% RSUs and 50% stock options, with the stock options granted quarterly to temper the impact of Enova’s stock price volatility on the stock option grants. The long-term incentive awards granted in 2024 were intended to motivate our NEOs to achieve or exceed performance goals and enhance retention. The following table shows the number of RSUs and stock options granted to each of our NEOs in fiscal year 2024 and the grant date fair market value of such awards (in dollars and as a percentage of base salary):

  34. Long-Term Incentive Compensation

    | Name | Number of RSUs Granted (#) | Number of Stock Options Granted (#) | Grant Date Fair Value of the Grant ($)(1) | Grant Date Fair Value as a Percentage of Base Salary | Target as a Percentage of Base Salary | | Mr. Fisher | 62,933 | 102,670 | 6,892,563 | 693% | 675% | | Mr. Cunningham | 18,326 | 29,897 | 2,007,089 | 334% | 325% | | Mr. Chartier | 12,822 | 20,918 | 1,404,290 | 282% | 275% | | Mr. Rahilly | 35,532 | 12,108 | 2,331,926 | 515% | 175% |

  35. Long-Term Incentive Compensation

    The amounts shown in this column represent the grant date fair value of the RSUs granted to the NEOs in February 2024 and stock options granted to the NEOs in February 2024, May 2024, August 2024 and November 2024. The numbers of RSUs and stock options granted were determined based on the average of the closing price of our common stock and fair market value based on the Black-Scholes method of valuation, respectively, for the last 45 trading days preceding the grant date. See “Executive Compensation—Grants of Plan-Based Awards-2024” for additional information.

  36. Short-Term Incentive Compensation

    Short-Term Incentive Compensation In February 2025, our Compensation Committee approved the performance measures and goals of the STI plan for fiscal year 2025 (2025 STI plan), which includes the Senior Executive Bonus Plan and Discretionary Bonus Plan for our NEOs and other executive officers. The total target STI award amounts for 2024 expressed as a percentage of base salary for our NEOs for the 2025 STI plan are as follows:

  37. Short-Term Incentive Compensation

    | Name | Target as a Percentage of Base Salary | | Mr. Fisher(1) | 150% | | Mr. Cunningham | 100% | | Mr. Chartier | 80% | | Mr. Rahilly | 75% |

  38. Short-Term Incentive Compensation

    (2) Mr. Fisher’s STI target increased to 150% in 2025 from 140% in 2024 based on his individual performance in 2024 and to be more consistent with his peers externally. Our Compensation Committee has also adopted the same three financial objectives used for 2024 for the 2025 Senior Executive Bonus Plan (with equal weightings) with annual performance goals. The Compensation Committee has also adopted similar performance objectives for the 2025 Discretionary Bonus Plan for 2025.

  39. Long-Term Incentive Compensation

    Long-Term Incentive Compensation In February 2025, our Compensation Committee approved the 2025 long-term incentive awards for our NEOs. 50% of the award was granted in RSUs and 50% of the award will be granted in the form of stock options on a quarterly basis:

  40. Long-Term Incentive Compensation

    | Name | Target as a Percentage of Base Salary | | Mr. Fisher(1) | 730% | | Mr. Cunningham(1) | 350% | | Mr. Chartier | 275% | | Mr. Rahilly | 175% |

  41. Long-Term Incentive Compensation

    (1) Mr. Fisher's long-term incentive compensation target increased to 730% in 2025 from 675% in 2024 and Mr. Cunningham's long-term incentive compensation target increased to 350% in 2025 from 325% in 2024 based on their performance and benchmarking to external peers.

  42. Enova 401(k) and Enova Non-Qualified Savings Plan (NQSP)

    Enova 401(k) and Enova Non-Qualified Savings Plan (NQSP) Substantially all of our employees and those of our U.S. subsidiaries are eligible to participate in the Enova 401(k). Certain of our highly-compensated employees, including our NEOs, are also eligible to participate in the Enova NQSP. We match 100% of the first 1% of pay and 50% of the next 5% of pay that each employee contributes to the Enova 401(k). All employee contributions are fully vested upon contribution. Our matching contributions will fully vest after an employee’s second year of service with us and will also fully vest if an employee dies, becomes disabled or reaches age 59 1/2 during employment. Employees may select from among several mutual funds when investing their 401(k) account funds. The Enova NQSP is a nonqualified retirement savings plan into which eligible participants may contribute portions of their salary in excess of the 401(k) contribution limits. Enova NQSP participants can also defer up to 100% of their STI awards into the Enova NQSP. If a participant’s pay exceeds the IRS limit on amounts that could be taken into account for 401(k) employer match, we match 100% of the first 1%, plus 50% on up to the next 5% of compensation deferred to the Enova NQSP in excess of the 401(k) compensation limit; however, if a participant participates in both the Enova 401(k) and the Enova NQSP, the combined match to both plans is limited to 100% of the first 1%, plus 50% on up to the next 5% of the participant’s pay. The Enova NQSP generally offers the same investment options as the Enova 401(k). Our matching contributions to the Enova NQSP have a two-year service period cliff vesting requirement. We generally distribute each participant’s Enova NQSP account in a lump sum shortly after the participant’s separation from service with us and all of our affiliates. Alternatively, a participant may elect to receive his or her Enova NQSP account at a later date or receive payments in no less than two and no more than 10 annual installments. Most officers may not receive a distribution of any portion of their account during the first six months after their separation from service. A participant generally may not receive any portion of his or her Enova NQSP account while employed, unless the participant makes an in-service distribution election before the deferred compensation is earned or suffers a severe financial hardship. We may pay Enova NQSP distributions from a Rabbi trust associated with the Enova NQSP or from the general assets of the entity that is the participant’s employer. A participant would have the rights of a general unsecured creditor of the entity that is his or her employer for any Enova NQSP benefits he or she is owed.

  43. Severance Arrangements for Named Executive Officers

    Severance Arrangements for Named Executive Officers On February 21, 2022, we entered into Executive Change-in-Control Severance and Restrictive Covenant Agreements (CIC Agreements) with our executive officers that superseded the Change-in-Control Severance and Restrictive Covenant Agreements previously entered into on November 13, 2014. The CIC Agreements were effective through February 20, 2024, and will automatically extend for one-year periods thereafter, unless we or the executive officer provide notice not to extend the term at least six months prior to the scheduled extension date. In addition, the term of these agreements will automatically be extended for two years following a Change-in-Control (as defined in the CIC Agreements). The CIC Agreements provide our executive officers with severance payments and certain benefits in the event of his or her termination by us without Cause (as defined in the CIC Agreements) or by the relevant executive officers for Good Reason (as defined in the CIC Agreements) during the twelve months following a Change-in-Control (as defined in the CIC Agreements). Such payments and benefits include the following: (i) a lump sum payment equal to the executive officer’s unpaid accrued base salary, accrued vacation pay and unreimbursed business expenses; (ii) a lump sum payment equal to the pro rata portion of the executive officer’s annual target bonus amount for the year in which the termination occurs; (iii) a lump sum payment equal to (A) for Mr. Fisher, two times the higher of (1) his base salary in effect at the termination date and (2) his base salary in effect on the date of the Change-in-Control and (B) for all other executive officers, one times the higher of (1) his or her base salary in effect at the termination date and (2) his or her base salary in effect on the date of the Change-in-Control; (iv) a lump sum amount equal to (A) for Mr. Fisher, two times the higher of (1) his annual target bonus for the year in which the termination occurs and (2) the actual annual bonus payments made to Mr. Fisher for the year preceding the year in which the termination occurs and (B) for all other executive officers, one times the higher of (1) his or her annual target bonus for the year in which the termination occurs and (2) the actual annual bonus payments made to such executive officer for the year preceding the year in which the termination occurs; (v) the immediate vesting of any outstanding cash-based long term incentive awards held by the executive officer, including a lump sum payment for any vested awards (the value of which to be determined after the termination date in accordance with the CIC Agreements); (vi) the immediate vesting and lapse of all restrictions on any outstanding stock-based awards held by the executive officer to the extent not already provided for in the related grant agreement(s); (vii) equivalent payment for continued medical coverage under our group health plan for the executive and the executive’s dependents for a period of twenty-four months for Mr. Fisher or twelve months for all other executive officers following the termination date in accordance with the terms of the relevant CIC Agreement; and (viii) up to $50,000 for Mr. Fisher or $25,000 for all other executive officers for reimbursement of amounts paid by the executive officer for reasonable outplacement services from an executive search firm to the extent such expenses are incurred as a direct result of the separation from service and within twenty-four months for Mr. Fisher or twelve months for all other executive officers after the termination date. Additionally, the CIC Agreements contain certain restrictive covenants to which the executive officers are subject. These include confidentiality, non-disclosure, non-solicitation and non-competition provisions. The term of the non-competition provision applies during the term of the executive officer’s employment through the twenty-four-month period for Mr. Fisher or twelve-month period for all other executive officers following termination (the Subject Period). Such provision restricts the executive officer from competing with us or any of our subsidiaries or affiliates (including former subsidiaries or affiliates, which is collectively referred to as the Enterprise), by providing employment (other than to the Enterprise), management or consulting services, similar to those provided by the executive officer to the Enterprise with respect to any products or services similar to those offered or under development by the Company or any of its affiliates or subsidiaries anywhere within the Territory (as defined in the CIC Agreements) during the Subject Period. In addition, we have adopted a severance pay plan for executives that provides guidance for severance pay, continued medical and health benefits, payment of accrued but unused paid time off and an allowance for outplacement services for our executive officers following certain terminations not related to a change-in-control.

  44. Summary Compensation Table – 2024, 2023 and 2022

    Summary Compensation Table – 2024, 2023 and 2022 The following table and footnotes describe the compensation of our NEOs in 2024, 2023 and 2022.

  45. Summary Compensation Table – 2024, 2023 and 2022

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(1)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(1)(5) | All Other Compensation ($)(6) | Total ($) | | David Fisher | 2024 | 990,962 | 347,112 | 3,400,899 | 3,491,664 | 1,488,694 | 327,733 | 10,047,064 | | Chief Executive Officer | 2023 | 956,651 | 295,541 | 4,133,472 | 3,362,440 | 820,359 | 330,483 | 9,898,946 | | (Principal Executive Officer) | 2022 | 925,787 | 301,125 | 3,414,420 | 3,271,536 | 1,084,052 | 305,094 | 9,302,014 | | Steven Cunningham | 2024 | 599,759 | 150,038 | 990,337 | 1,016,752 | 643,484 | 141,787 | 3,542,157 | | Chief Financial Officer | 2023 | 581,043 | 85,973 | 1,211,195 | 985,242 | 383,410 | 151,575 | 3,398,438 | | (Principal Financial Officer) | 2022 | 553,375 | 202,143 | 2,116,260 | 962,831 | 498,437 | 146,925 | 4,479,971 | | Kirk Chartier | 2024 | 495,934 | 46,760 | 692,901 | 711,389 | 425,672 | 87,930 | 2,460,586 | | Chief Strategy Officer | 2023 | 480,459 | 22,371 | 847,417 | 689,374 | 253,631 | 99,955 | 2,393,207 | | | 2022 | 458,065 | 65,317 | 1,258,740 | 673,679 | 330,020 | 100,714 | 2,886,535 | | Sean Rahilly | 2024 | 450,130 | 129,175 | 1,920,149 | 411,777 | 362,362 | 106,258 | 3,379,851 | | General Counsel and Chief | 2023 | 428,696 | 105,292 | 412,414 | 335,453 | 212,161 | 113,315 | 1,607,331 | | Compliance Officer | 2022 | 408,716 | 76,683 | 342,180 | 327,865 | 276,062 | 105,955 | 1,537,461 |

  46. Summary Compensation Table – 2024, 2023 and 2022

    (1) Portions of the amounts in these columns have been contributed to or deferred under the Enova 401(k) or the Enova NQSP for certain of our NEOs. (2) The amounts in this column for 2024 consist of bonuses paid under the Discretionary Bonus Plan portion of the 2024 STI plan, which were earned in fiscal year 2024 and paid in fiscal year 2025. (3) The amounts shown in this column reflect RSU awards granted under the 2014 LTIP. The amounts shown in this column represent the aggregate grant date fair value of these awards, as determined in accordance with ASC 718. The amounts in this column were calculated by multiplying the number of RSUs granted by the closing stock price of Enova’s common stock on the last trading day preceding the grant date. (4) The amounts shown in this column reflect stock option awards granted under the 2014 LTIP. The amounts shown in this column represent the aggregate grant date fair value, as determined in accordance with ASC 718. The amounts in this column were calculated by multiplying the number of stock options granted by the fair market value based on the Black-Scholes method of valuation based on the assumptions set forth in the stock-based compensation notes to the Company’s consolidated financial statements included in the Company's Annual Reports on Form 10-K. (5) The amounts shown in this column for 2024 reflect payments made under the Senior Executive Bonus Plan portion of the 2024 STI plan. See “Compensation Discussion and Analysis—2024 Compensation for Named Executive Officers—Short-Term Incentive Compensation.” (6) The amounts shown in this column for 2024 include the following:

  47. Summary Compensation Table – 2024, 2023 and 2022

    | Name | Nonqualified Savings Plan Contributions by Enova ($) | SERP Contributions by Enova ($)(a) | Supplemental Health Care and Insurance Benefits ($)(b) | Perquisites, Personal Benefits and Other ($)(c) | Total ($) | | Mr. Fisher | 61,665 | 221,221 | 15,574 | 29,273 | 327,733 | | Mr. Cunningham | 25,345 | 96,223 | 17,859 | 2,360 | 141,787 | | Mr. Chartier | — | 69,474 | 16,041 | 2,415 | 87,930 | | Mr. Rahilly | 14,790 | 69,082 | 16,041 | 6,345 | 106,258 |

  48. Summary Compensation Table – 2024, 2023 and 2022

    (a) Includes contributions made by Enova in 2025 that were earned in 2024. (b) The amounts in this column reflect the Company’s costs for supplemental benefit premiums to the extent they exceed costs for standard employee benefits. (c) Consists of matching 401(k) contributions paid by the Company for all of the NEOs, parking garage rental fees paid by the Company on behalf of Mr. Fisher and Mr. Rahilly, spousal medical costs paid by the Company on behalf of Mr. Fisher, professional membership dues paid by the Company on behalf of Mr. Fisher and Mr. Rahilly and tax gross-ups of $7,619 and $732 paid by the Company on behalf of Mr. Fisher and Mr. Rahilly, respectively. None of the individual amounts exceed the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for the applicable NEO.

  49. Grants of Plan-Based Awards – 2024

    Grants of Plan-Based Awards – 2024 The following table provides information about the equity and non-equity plan-based awards made to our NEOs under the 2024 STI plan and 2014 LTIP during 2024.

  50. Grants of Plan-Based Awards – 2024

    | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of | All Other Option Awards: Number of Securities | Exercise or Base Price | Grant Date Fair Value of Stock and | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Stock or Units (#)(1) | Underlying Options (#)(1) | Awards ($)(1) | Option Awards ($)(2) | | Mr. Fisher | 2/6/2024(3) | 520,668 | 1,041,336 | 2,395,073 | — | — | — | — | | | 2/6/2024(4) | — | 347,112 | — | — | — | — | — | | | 2/6/2024(5) | — | — | — | 62,933 | — | — | 3,400,899 | | | 2/6/2024(6) | — | — | — | — | 30,484 | 54.04 | 850,504 | | | 5/8/2024(6) | — | — | — | — | 26,219 | 62.60 | 850,020 | | | 8/7/2024(6) | — | — | — | — | 24,369 | 76.47 | 947,954 | | | 11/5/2024(6) | — | — | — | — | 21,598 | 89.33 | 843,186 | | Mr. Cunningham | 2/6/2024(3) | 225,057 | 450,115 | 1,035,263 | — | — | — | — | | | 2/6/2024(4) | — | 150,038 | — | — | — | — | — | | | 2/6/2024(5) | — | — | — | 18,326 | — | — | 990,337 | | | 2/6/2024(6) | — | — | — | — | 8,877 | 54.04 | 247,668 | | | 5/8/2024(6) | — | — | — | — | 7,635 | 62.60 | 247,527 | | | 8/7/2024(6) | — | — | — | — | 7,096 | 76.47 | 276,034 | | | 11/5/2024(6) | — | — | — | — | 6,289 | 89.33 | 245,523 | | Mr. Chartier | 2/6/2024(3) | 148,878 | 297,756 | 684,838 | — | — | — | — | | | 2/6/2024(4) | — | 99,252 | — | — | — | — | — | | | 2/6/2024(5) | — | — | — | 12,822 | — | — | 692,901 | | | 2/6/2024(6) | — | — | — | — | 6,211 | 54.04 | 173,287 | | | 5/8/2024(6) | — | — | — | — | 5,342 | 62.60 | 173,188 | | | 8/7/2024(6) | — | — | — | — | 4,965 | 76.47 | 193,139 | | | 11/5/2024(6) | — | — | — | — | 4,400 | 89.33 | 171,776 | | Mr. Rahilly | 2/6/2024(3) | 126,735 | 253,471 | 582,983 | — | — | — | — | | | 2/6/2024(4) | — | 84,490 | — | — | — | — | — | | | 2/6/2024(5) | — | — | — | 35,532 | — | — | 1,920,149 | | | 2/6/2024(6) | — | — | — | — | 3,595 | 54.04 | 100,301 | | | 5/8/2024(6) | — | — | — | — | 3,092 | 62.60 | 100,243 | | | 8/7/2024(6) | — | — | — | — | 2,874 | 76.47 | 111,799 | | | 11/5/2024(6) | — | — | — | — | 2,547 | 89.33 | 99,435 |

  51. Grants of Plan-Based Awards – 2024

    (1) Time-based RSU and stock option awards were made to executives under the 2014 LTIP. (2) The amount shown represents the aggregate grant date fair value of RSU and stock option awards that were granted under the 2014 LTIP, as determined in accordance with ASC 718. (3) The amounts shown represent potential cash-based payments under our Senior Executive Bonus Plan for 2024 for our NEOs. See “Compensation Discussion and Analysis—2024 Compensation for Named Executive Officers—Short-Term Incentive Compensation” for additional information regarding our Senior Executive Bonus Plan for 2024. (4) The amounts shown represent potential cash-based payments payable under the Discretionary Bonus Plan portion of the 2024 STI Plan for our NEOs. The actual amounts paid are disclosed under “Bonus” in the Summary Compensation Table. See “Compensation Discussion and Analysis—2024 Compensation for Named Executive Officers—Short-Term Incentive Compensation” for additional information regarding our Discretionary Bonus Plan for 2024. (5) Represent grants of RSUs made during 2024 under the 2014 LTIP. RSUs vest one-quarter on each anniversary of their respective grant dates, subject to continued employment of the participant. Represent grants of stock options made during 2024 under the 2014 LTIP. Stock options vest one-third on each anniversary of their respective grant dates, subject to continued employment of the participant. Stock options expire seven years from the date of grant.

  52. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table provides information on our NEOs’ holdings of unvested RSUs and stock options as of December 31, 2024. All shares refer to shares of our common stock.

  53. Outstanding Equity Awards at 2024 Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($/sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Mr. Fisher | | | | | | | | 2/12/19 Grant | 181,562 | — | 23.96 | 2/12/26 | — | — | | 2/11/20 Grant | 256,498 | — | 20.73 | 2/11/27 | — | — | | 2/9/21 Grant | — | — | — | — | 28,583 | 2,740,538 | | 3/1/21 Grant | — | — | — | — | 28,583 | 2,740,538 | | 8/3/21 Grant | 28,311 | 14,155 | 31.98 | 8/3/28 | — | — | | 11/4/21 Grant | 28,784 | 14,392 | 35.75 | 11/4/28 | — | — | | 2/8/22 Grant | 26,232 | 13,115 | 45.00 | 2/8/29 | 37,938 | 3,637,495 | | 5/10/22 Grant | 27,573 | 13,786 | 32.64 | 5/10/29 | — | — | | 8/2/22 Grant | 32,928 | 16,464 | 33.64 | 8/2/29 | — | — | | 11/3/22 Grant | 30,280 | 15,140 | 37.53 | 11/3/29 | — | — | | 2/8/23 Grant | 12,811 | 25,620 | 52.41 | 2/8/30 | 59,151 | 5,671,398 | | 5/10/23 Grant | 11,825 | 23,648 | 42.63 | 5/10/30 | — | — | | 8/2/23 Grant | 9,893 | 19,786 | 55.22 | 8/2/30 | — | — | | 11/2/23 Grant | 10,806 | 21,611 | 41.49 | 11/2/30 | — | — | | 2/6/24 Grant | — | 30,484 | 54.04 | 2/6/31 | 62,933 | 6,034,016 | | 5/8/24 Grant | — | 26,219 | 62.60 | 5/8/31 | — | — | | 8/7/24 Grant | — | 24,369 | 76.47 | 8/7/31 | — | — | | 11/5/24 Grant | — | 21,598 | 89.33 | 11/5/31 | — | — | | Mr. Cunningham | | | | | | | | 2/12/19 Grant | 20,833 | — | 23.96 | 2/12/26 | — | — | | 2/11/20 Grant | 68,616 | — | 20.73 | 2/11/27 | — | — | | 2/9/21 Grant | — | — | — | — | 7,462 | 715,457 | | 3/1/21 Grant | — | — | — | — | 7,462 | 715,457 | | 8/3/21 Grant | 7,392 | 3,695 | 31.98 | 8/3/28 | — | — | | 11/4/21 Grant | 7,515 | 3,757 | 35.75 | 11/4/28 | — | — | | 2/8/22 Grant | 7,720 | 3,860 | 45.00 | 2/8/29 | 23,513 | 2,254,426 | | 5/10/22 Grant | 8,115 | 4,057 | 32.64 | 5/10/29 | — | — | | 8/2/22 Grant | 9,692 | 4,845 | 33.64 | 8/2/29 | — | — | | 11/3/22 Grant | 8,912 | 4,455 | 37.53 | 11/3/29 | — | — | | 2/8/23 Grant | 3,754 | 7,507 | 52.41 | 2/8/30 | 17,332 | 1,661,792 | | 5/10/23 Grant | 3,465 | 6,929 | 42.63 | 5/10/30 | — | — | | 8/2/23 Grant | 2,899 | 5,797 | 55.22 | 8/2/30 | — | — | | 11/2/23 Grant | 3,167 | 6,332 | 41.49 | 11/2/30 | — | — | | 2/6/24 Grant | — | 8,877 | 54.04 | 2/6/31 | 18,326 | 1,757,097 | | 5/8/24 Grant | — | 7,635 | 62.60 | 5/8/31 | — | — | | 8/7/24 Grant | — | 7,096 | 76.47 | 8/7/31 | — | — | | 11/5/24 Grant | — | 6,289 | 89.33 | 11/5/31 | — | — | | Mr. Chartier | | | | | | | | 2/11/20 Grant | 57,283 | — | 20.73 | 2/11/27 | — | — | | 2/9/21 Grant | — | — | — | — | 6,230 | 597,332 | | 3/1/21 Grant | — | — | — | — | 6,230 | 597,332 | | 8/3/21 Grant | 6,171 | 3,085 | 31.98 | 8/3/28 | — | — | | 11/4/21 Grant | 6,274 | 3,136 | 35.75 | 11/4/28 | — | — | | 2/8/22 Grant | 5,402 | 2,700 | 45.00 | 2/8/29 | 13,986 | 1,340,978 | | 5/10/22 Grant | 5,678 | 2,839 | 32.64 | 5/10/29 | — | — | | 8/2/22 Grant | 6,781 | 3,390 | 33.64 | 8/2/29 | — | — | | 11/3/22 Grant | 6,236 | 3,117 | 37.53 | 11/3/29 | — | — | | 2/8/23 Grant | 2,627 | 5,252 | 52.41 | 2/8/30 | 12,126 | 1,162,641 | | 5/10/23 Grant | 2,425 | 4,848 | 42.63 | 5/10/30 | — | — | | 8/2/23 Grant | 2,029 | 4,056 | 55.22 | 8/2/30 | — | — | | 11/2/23 Grant | 2,216 | 4,430 | 41.49 | 11/2/30 | — | — | | 2/6/24 Grant | — | 6,211 | 54.04 | 2/6/31 | 12,822 | 1,229,373 | | 5/8/24 Grant | — | 5,342 | 62.60 | 5/8/31 | — | — | | 8/7/24 Grant | — | 4,965 | 76.47 | 8/7/31 | — | — | | 11/5/24 Grant | — | 4,400 | 89.33 | 11/5/31 | — | — |

  54. Outstanding Equity Awards at 2024 Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($/sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Mr. Rahilly | | | | | | | | 2/12/19 Grant | 15,278 | — | 23.96 | 2/12/26 | — | — | | 2/11/20 Grant | 27,879 | — | 20.73 | 2/11/27 | — | — | | 2/9/21 Grant | — | — | — | — | 3,032 | 290,708 | | 3/1/21 Grant | — | — | — | — | 3,032 | 290,708 | | 8/3/21 Grant | 3,003 | 1,501 | 31.98 | 8/3/28 | — | — | | 11/4/21 Grant | 3,054 | 1,526 | 35.75 | 11/4/28 | — | — | | 2/8/22 Grant | 2,629 | 1,314 | 45.00 | 2/8/29 | 3,802 | 364,536 | | 5/10/22 Grant | 2,764 | 1,381 | 32.64 | 5/10/29 | — | — | | 8/2/22 Grant | 3,300 | 1,650 | 33.64 | 8/2/29 | — | — | | 11/3/22 Grant | 3,035 | 1,517 | 37.53 | 11/3/29 | — | — | | 2/8/23 Grant | 1,278 | 2,556 | 52.41 | 2/8/30 | 5,901 | 565,788 | | 5/10/23 Grant | 1,180 | 2,359 | 42.63 | 5/10/30 | — | — | | 8/2/23 Grant | 987 | 1,974 | 55.22 | 8/2/30 | — | — | | 11/2/23 Grant | 1,078 | 2,156 | 41.49 | 11/2/30 | — | — | | 2/6/24 Grant | — | 3,595 | 54.04 | 2/6/31 | 35,532 | 3,406,808 | | 5/8/24 Grant | — | 3,092 | 62.60 | 5/8/31 | — | — | | 8/7/24 Grant | — | 2,874 | 76.47 | 8/7/31 | — | — | | 11/5/24 Grant | — | 2,547 | 89.33 | 11/5/31 | — | — |

  55. Outstanding Equity Awards at 2024 Fiscal Year End

    Represent grants of stock options made during 2021, 2022, 2023 and 2024 under the 2014 LTIP. Stock options granted in 2022, 2023 and 2024 vest one-third on each anniversary of their respective grant dates, subject to continued employment by the participant. Stock options granted in 2021 vest one-third in each of February 2023, February 2024 and February 2025, subject to continued employment by the participant. (2) Represent grants of RSUs made during 2021, 2022, 2023 and 2024 under the 2014 LTIP. These RSUs vest one-quarter on each anniversary of their respective grant dates, subject to continued employment by the participant. (3) The market value of the unvested RSUs is based on the closing price of the Company’s common stock as of December 31, 2024, which was $95.88.

  56. Option Exercises and Stock Vested – 2024

    Option Exercises and Stock Vested – 2024 The following table provides information on the aggregate number of shares acquired in 2024 upon the exercise of stock options and the vesting of time-based RSUs granted under the 2014 LTIP and the value realized, before payment of any applicable withholding tax and broker commissions.

  57. Option Exercises and Stock Vested – 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting(2) | Value Realized on Vesting ($)(3) | | Mr. Fisher | 303,985 | 12,375,533 | 124,348 | 6,868,763 | | Mr. Cunningham | 74,945 | 3,841,388 | 40,082 | 2,209,145 | | Mr. Chartier | 63,463 | 2,930,577 | 29,860 | 1,647,719 | | Mr. Rahilly | 27,158 | 1,600,587 | 13,030 | 719,933 |

  58. Option Exercises and Stock Vested – 2024

    (1) Represents amount realized upon exercise of stock options, based on the difference between the market value of the shares acquired at the time of exercise and the exercise price. (2) Includes Enova stock acquired under time-based RSUs granted under the 2014 LTIP that vested on February 8, 2024, February 9, 2024 and February 11, 2024. Value reflects the closing price of Enova common stock on the vesting date.

  59. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table shows compensation deferred by each NEO under the Enova NQSP and the Enova SERP. Additional information about the Enova NQSP and the Enova SERP is included under “Compensation Discussion and Analysis—Retirement and Other Benefits.”

  60. Nonqualified Deferred Compensation

    | Name | Plan | Executive Contributions in 2024 ($)(1) | Registrant Contributions in 2024 ($)(2) | Aggregate Earnings in 2024 ($)(3) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at 12/31/2024 ($)(4)(5) | | Mr. Fisher | Enova NQSP | 105,712 | 61,665 | 135,245 | — | 1,589,743 | | | Enova SERP | — | 221,221 | 431,862 | — | 3,064,995 | | Mr. Cunningham | Enova NQSP | 43,449 | 25,345 | 37,078 | — | 390,176 | | | Enova SERP | — | 96,223 | 46,483 | — | 747,053 | | Mr. Chartier | Enova NQSP | — | — | — | — | — | | | Enova SERP | — | 69,474 | 103,881 | — | 942,274 | | Mr. Rahilly | Enova NQSP | 25,355 | 14,790 | 61,161 | — | 518,049 | | | Enova SERP | — | 69,082 | 74,740 | — | 666,685 |

  61. Nonqualified Deferred Compensation

    (1) All executive contributions to the Enova NQSP described in this column are included within amounts reported in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table for 2024. (2) All Company contributions to the Enova NQSP and the Enova SERP described in this column are included within the “All Other Compensation” column of the Summary Compensation Table for 2024. The contributions to the Enova SERP specified in this column reflect the contributions that were earned in 2024 and made in February 2025. (3) The amounts included in this column, which are not included in the Summary Compensation Table, reflect the rate of return under each NEO's NQSP and SERP accounts from an array of investment options that may be changed by the participant in each plan at any time and that generally mirror the funds in the Enova 401(k). The 2024 annual rates of return for the investment options available for all or most of the calendar year ended December 31, 2024 were as follows:

  62. Nonqualified Deferred Compensation

    | Name of Fund | Rate of Return (%) | Name of Fund | Rate of Return (%) | | American Funds EuroPacific Gr R6 | 5.04 | Vanguard Target Retirement 2020 Inv | 7.75 | | ClearBridge Small Cap Growth IS | 4.49 | Vanguard Target Retirement 2025 Inv | 9.44 | | Cohen & Steers Instl Realty Shares | 6.24 | Vanguard Target Retirement 2030 Inv | 10.64 | | Fidelity 500 Index Institutional Prem | 25.00 | Vanguard Target Retirement 2035 Inv | 11.78 | | Fidelity Extended Market Index | 16.98 | Vanguard Target Retirement 2040 Inv | 12.88 | | Fidelity Large Cap Growth Index | 33.26 | Vanguard Target Retirement 2045 Inv | 13.91 | | Fidelity Large Cap Value Index | 14.35 | Vanguard Target Retirement 2050 Inv | 14.64 | | Fidelity Total Bond | 2.49 | Vanguard Target Retirement 2055 Inv | 14.64 | | Hartford Schroders Emer Markets Equity SDR | 7.80 | Vanguard Target Retirement 2060 Inv | 14.63 | | JPMorgan Large Cap Growth R6 | 34.17 | Vanguard Target Retirement 2065 Inv | 14.62 | | PIMCO RAE US Instl | 11.18 | Vanguard Target Retirement Income Inv | 6.58 | | PIMCO RAE US Small Instl | 22.08 | Vanguard Total Bond Market Index Adm | 1.24 | | Vanguard Federal Money Market Inv | 5.23 | Vanguard Total Intl Stock Index Admiral | 5.14 |

  63. Nonqualified Deferred Compensation

    (4) Includes the 2024 Enova SERP contributions shown under the “Registrant Contributions in 2024” column that were made in February 2025 for the NEOs that were employed as of December 31, 2024. (5) All of our NEOs were fully vested in their Enova NQSP balances and Enova SERP balances at December 31, 2024.

  64. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control We have entered into the CIC Agreements with our executive officers. We have also adopted a severance pay plan for executives that we may follow in the case of an involuntary termination. See “Compensation Discussion and Analysis—Severance Arrangements for Named Executive Officers” for additional information.

  65. Distribution of Nonqualified Deferred Compensation

    Distribution of Nonqualified Deferred Compensation Our NEOs are entitled to receive the vested amounts in their accounts under the Enova NQSP and the Enova SERP if their employment with us terminates. The last column in the Nonqualified Deferred Compensation Table reports each NEO’s aggregate balance at December 31, 2024 under each plan. All of our NEOs were fully vested in their Enova SERP balances at December 31, 2024. All of our NEOs who had balances in the Enova NQSP at December 31, 2024 were fully vested. The account balances continue to be credited with increases or decreases reflecting changes in the value of the investments against which the account balances are calculated and to accrue interest income or dividend payments, as applicable, between the termination event and the date distributions are made. Therefore, amounts that the NEO would actually receive would differ from those shown in the Nonqualified Deferred Compensation Table.

  66. Potential Payments

    Potential Payments The following tables and disclosures show the potential payments that could have been made to our NEOs, under our contracts, agreements, plans and arrangements, whether written or unwritten, in the event of a change-in-control or termination of employment, assuming such event occurred on December 31, 2024, based on the closing price of our common stock of $95.88 (as reported on the NYSE as of December 31, 2024).

  67. Pay versus Performance

    Pay versus Performance Pursuant to a mandate of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act, during 2022 the SEC adopted rules requiring public companies to provide specified disclosures regarding the relationship between the compensation paid to their named executive officers and financial performance.

  68. Pay versus Performance Table

    Pay versus Performance Table The following table and accompanying information present the compensation reported in the Summary Compensation Table (SCT) and the compensation actually paid (CAP), as determined in accordance with SEC rules, for our principal executive officer (PEO) and, on average, for our other named executive officers (the Non-PEO NEOs) and certain measures of our financial performance for each of the years shown (dollars in thousands, except per share and total shareholder return (TSR) data):

  69. Pay versus Performance Table

    | | | | Average Summary | Average Summary | Value of Initial Fixed $100 Investment Based On | | | Company Selected Measure | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2) | Compensation Table Total for Non-PEO NEOs (1) | Compensation Actually Paid to Non-PEO NEOs (1)(3) | Total Shareholder Return | Peer Group Total Shareholder Return (4) | Company Net Income | Adjusted EPS (5) | | 2024 | $10,047 | $27,221 | $3,128 | $7,200 | $511 | $177 | $209,448 | $9.15 | | 2023 | $9,899 | $18,796 | $2,466 | $4,429 | $230 | $93 | $175,121 | $6.85 | | 2022 | $9,302 | $8,003 | $2,968 | $2,625 | $159 | $92 | $207,424 | $6.81 | | 2021 | $10,687 | $16,846 | $2,622 | $3,871 | $170 | $110 | $256,295 | $7.57 | | 2020 | $7,023 | $8,493 | $1,898 | $2,140 | $103 | $89 | $377,844 | $7.26 |

  70. Pay versus Performance Table

    Mr. Fisher was the PEO, and Mr. Chartier, Mr. Cunningham and Mr. Rahilly comprised the Non-PEO NEOs, for each of the years shown. (2) The table below shows the adjustments made to the compensation in the SCT for the PEO to derive CAP to the PEO for 2024. The dollar amounts reported for CAP do not reflect the actual amount of compensation earned by or paid to our PEO during 2024, and the Compensation Committee did not consider CAP in making any executive compensation decisions with respect to our PEO:

  71. Pay versus Performance Table

    | Year | Summary Compensation Table Total for PEO | (A) Less: Stock Awards & Option Awards in SCT | (B) Add: YE FV of current year grants | (C) Add: YoY inc (dec) in FV for EOY awards granted in PYs | (D) Add: Vest date FV of awards vested and granted in CY | (E) Add: Inc (dec) of Vest date FV of PY awards vested in CY vs PY FV | Compensation Actually Paid to PEO | | 2024 | $10,047 | $(6,893) | $10,963 | $11,956 | $— | $1,148 | $27,221 |

  72. Pay versus Performance Table

    (3) The table below shows the adjustments made to the average SCT compensation for the Non-PEO NEOs to derive average CAP to the Non-PEO NEOs for 2024. The dollar amounts reported for average CAP do not reflect the actual amount of compensation earned by or paid to our Non-PEO NEOs during 2024, and the Compensation Committee did not consider CAP in making any executive compensation decisions with respect to our Non-PEO NEOs:

  73. Pay versus Performance Table

    | | Average Summary Compensation Table Total for Non-PEO NEOs | (A) Less: Stock Awards & Option Awards in SCT | (B) Add: YE FV of current year grants | (C) Add: YoY inc (dec) in FV for EOY awards granted in PYs | (D) Add: Vest date FV of awards vested and granted in CY | (E) Add: Inc (dec) of Vest date FV of PY awards vested in CY vs PY FV | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $3,128 | $(1,914) | $3,138 | $2,621 | $— | $227 | $7,200 |

  74. Pay versus Performance Table

    (4) The Company used the S&P Small Cap 600 Financials index as an industry-based index for peer group comparison to the Company’s TSR, which the Company also uses in its stock performance graph included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Adjusted EPS is a non-GAAP financial measure used as the Company Selected Measure for compensation decisions. Management believes that Adjusted EPS is a meaningful and useful measure in understanding the activities and business metrics of the Company's operations and reflects an additional way of viewing our business that, when viewed with its GAAP results, provides a more complete understanding of factors and trends affecting its business. See “Compensation Discussion and Analysis—2024 Compensation for Named Executive Officers—Short-Term Incentive Compensation” for additional information, including a reconciliation of 2024 diluted earnings per share, calculated in accordance with GAAP, to 2024 Adjusted EPS.

  75. CEO Pay Ratio

    CEO Pay Ratio Pursuant to rules adopted by the SEC, we are required to disclose the ratio of the annual total compensation of our chief executive officer to a median employee’s annual total compensation. For 2024, we continued to exclude international employees from our determination of the median employee, as they represented less than 5% of the total employee population of 1,787. As of December 31, 2024, the employee population after the exclusion of 20 employees located in Brazil and 24 employees located in Mexico was 1,743 employees. We determined there has been no change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. Our 2023 median employee, a senior underwriting specialist, served as our median employee for 2024. We then calculated the median employee’s total annual compensation in the same manner that was used in the Summary Compensation Table for our named executive officers, including our CEO, by considering base salary, bonuses and 401(k) employer matching contributions. Based on this methodology, for 2024, the total annual compensation was $10,047,064 for our CEO and $94,849 for our median employee, a senior underwriting specialist, resulting in a ratio of CEO pay to our median employee pay of 106 to 1. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.