DEF 14A of Encore Capital Group Inc
Filed Apr 26, 2024 · FY20230001084961-24-000033
PROXY STATEMENT
● Chair ● Member Our Board has adopted written charters for each of its standing committees and each of those written charters is available on our website at www.encorecapital.com. Click on “Investors,” then “Corporate Governance” and then the respective committee charters. The standing committees each assess the adequacy of their charters annually. Information contained on our website is not incorporated by reference in, or considered to be a part of, this proxy statement. Audit Committee. We have a standing Audit Committee that is responsible for assisting the Board in oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company. Among other things, the Audit Committee has the authority and responsibility under its charter to: •appoint our independent auditors and regularly review their performance and internal control procedures and material issues raised by our independent auditors; •approve audit and non-audit services and fees; •review and approve the internal audit function, including the charter, the effectiveness of internal audit, the internal audit plan, and results of internal audits as they relate to finance and accounting; •review and evaluate our financial statements, accounting principles and system of internal controls regarding finance and accounting; •review and evaluate reports from the independent auditors concerning all critical accounting policies and practices used by the Company; •establish procedures for receiving and responding to complaints or concerns regarding our internal controls or other auditing matters; •support the Board by primarily overseeing those risks that may directly or indirectly affect the Company’s financial statements, including the areas of financial reporting, internal controls and compliance with public reporting requirements; •review and approve related person transactions; and •consider other appropriate matters regarding our financial affairs. Compensation Committee. The Compensation Committee is responsible for discharging the responsibilities of the Board with respect to the compensation of our executive officers, administering our equity-based plans and periodically reviewing our compensation plans, with authority to adopt such plans. Among other things, the Compensation Committee has the authority and responsibility under its charter to: •review and approve our policies on executive compensation, benefits and perquisites, including incentive cash compensation plans, or other forms of executive incentives; •review and approve the compensation, benefits and perquisites of the Chief Executive Officer (“CEO”), who serves as our principal executive officer, and the Compensation Committee refers its determination and approval of the same to the Board for ratification; •review and approve the compensation, benefits and perquisites of all executive officers; •review and evaluate the compensation and benefits for non-employee directors and, if appropriate, recommend changes to the Board; and •consider, approve and administer our incentive compensation plans and equity-based plans in which directors, the CEO, other executive officers and other employees and consultants may be participants. The Compensation Committee may delegate any of its responsibilities to subcommittees or any committee member, except that it shall not delegate its responsibilities for any matters that involve executive or director compensation or any matters where it has determined such compensation is intended to be exempt from Section 16(b) under the Securities Exchange Act of 1934 pursuant to Rule 16b-3 by virtue of being approved by a committee of “non-employee directors.” The Compensation Committee may delegate its responsibilities with respect to the administration of the incentive compensation, equity compensation, deferred compensation, and employee pension and welfare benefit plans to the Company’s officers and employees, as consistent with applicable law, who may also utilize the services of third-party administrators, record keepers, consultants, and other service providers. The Compensation Committee sets the corporate performance goals and objectives for the executive officers and also sets the individual performance goals and objectives for the CEO and evaluates their performance with respect to those goals. The Compensation Committee sets the executive officers’ compensation based upon the evaluation of their performance and approves all employment and severance related agreements with such executives. In evaluating executive officer compensation, the Compensation Committee may retain the services of compensation consultants and considers recommendations from the CEO with respect to performance and compensation of the other executive officers. The Compensation Committee also periodically reviews compensation for non-employee directors. The CEO is not present when the Compensation Committee reviews and establishes the compensation, benefits and perquisites of the CEO. Although the CEO generally makes recommendations to the Compensation Committee with respect to executive compensation decisions, including base salaries, cash incentives and equity-based awards, the Compensation Committee has in the past determined compensation, benefits or perquisites that were different from those recommended by the CEO. The Compensation Committee approves all grants of equity-based awards to executives. The Board and the Compensation Committee have delegated authority to the CEO to approve grants of equity awards to non-executive employees, subject to share and grant date fair value limitations and continued oversight by the Compensation Committee. Equity award grants to executives are determined based on a periodic review by the Compensation Committee regarding appropriate incentives, with recommendations typically originating from the CEO based on each executive’s individual performance, consistent with the criteria established in the long-term incentive program adopted by the Compensation Committee. The Compensation Committee has the specific authority to hire outside advisors and consultants in its discretion at our expense. The Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to provide comprehensive executive compensation consulting advice. A more detailed description of FW Cook’s activities for the Compensation Committee is provided in the Compensation Discussion and Analysis section of this proxy statement. Nominating and Corporate Governance Committee. The function of the Nominating and Corporate Governance Committee is to consider and recommend qualified candidates for election as directors of the Company, to make recommendations to the Board regarding the size and composition of the Board and to develop and recommend to the Board matters related to corporate governance. Among other things, the NCG Committee has the authority and responsibility under its charter to: •make recommendations to the Board concerning the size and composition of the Board; •identify, screen and evaluate proposed candidates for the Board; •to the extent deemed appropriate, retain third party search firms or other advisors to identify and evaluate director nominee candidates; •recommend to the Board nominees to fill vacancies on the Board; •annually review the Board committee structure and recommend to the Board for its approval directors to serve as members of each committee; •recommend to the Board a process to review the effectiveness of the Board and its members, and to oversee that review process; •develop and recommend to the Board a succession plan for the CEO role, and periodically to review that succession plan; •make recommendations to the Board regarding governance matters, including, but not limited to, the Company’s certificate of incorporation, bylaws, and the charters of the Board’s other committees;
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•develop, oversee, and periodically update as necessary, an orientation program for new directors and a continuing education program for current directors; and •review the Company’s environmental, social and governance (ESG) strategy, initiatives and policies and receive updates from the Company on significant ESG activities. Prior to each annual meeting of stockholders, the NCG Committee identifies nominees to serve on the Board by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. The NCG Committee or the Board decides whether to nominate a member for re-election based on considerations, including, but not limited to, the value of continuity of service by existing members of the Board and the desired size and composition of the Board. The NCG Committee may from time to time identify new nominees for the Board based on the desired skills and experience of a new nominee considering the criteria described below. Current members of the NCG Committee, the Board and management are polled for suggestions as to individuals meeting the desired criteria. Third party search firms or other advisors may also be retained to identify qualified individuals. The NCG Committee has not set specific minimum qualifications or criteria for nominees. Although we do not have a specific diversity policy, we fully appreciate the value of Board diversity, which improves the quality of discussions, enhances Board culture and contributes to a more effective decision making process. The NCG Committee evaluates the entirety of a nominee’s credentials and considers a broad range of factors in evaluating prospective director nominees, including the following: •the appropriate size of the Board; •a candidate’s knowledge, skills and experience, including experience in business, finance, technology, credit, strategy, asset and capital allocation, accounting or administration, considering prevailing business conditions, the needs of the Company and the knowledge, skills and experience already possessed by other members of the Board; •whether a candidate is “independent,” as defined by Nasdaq Listing Rules and other applicable rules, and whether circumstances exist that may create the appearance of a conflict of interest; •a candidate’s familiarity with accounting rules and practices applicable to our business; •a candidate’s international business experience; •a candidate’s character, integrity and reputation for working constructively with others; •whether a candidate has sufficient time available to devote to the duties of a director of the Company; •the desire to assemble a Board that is strong in its collective knowledge and has a diversity of skills, viewpoints, professional and personal experience, race, ethnicity, age and gender; •the importance of maintaining productive working relationships among the Board members and between the Board and management for the benefit of all stockholders; and •recognition of both the considerable benefit of continuity and the fresh perspective provided by the periodic introduction of new members and retirement of current members. The NCG Committee assesses the effectiveness of its efforts when it evaluates the Board’s composition as a part of the annual nomination process. The NCG Committee will consider stockholder nominations for directors submitted in accordance with the procedure set forth in Section 3.14 of our Bylaws. The committee will consider each candidate equally based on the factors listed above, regardless of whether the candidate is recommended by a stockholder for election to our Board or is recommended by a member of the Board or a third-party search firm. The procedures for stockholder nominated director candidates provide that a notice relating to the nomination in connection with an annual meeting must be timely given in writing to: Encore Capital Group, Inc., Attention: Corporate Secretary, 350 Camino De La Reina, Suite 100, San Diego, CA 92108. To be timely, the notice must be delivered within the time period described in the “Stockholder Proposals and Nominations” section of this proxy statement. Such notice must be accompanied by the nominee’s written consent to serve if elected, must contain information relating to the business experience and background of the nominee and provide information with respect to the nominating stockholder and persons acting in concert with the nominating stockholder and otherwise comply with the requirements outlined in our Bylaws. Risk Committee. The Risk Committee assists the Board in its oversight of our risk governance structure, including the Enterprise Risk Management framework and the policies, procedures and practices utilized to manage risk. Among other things, the Risk Committee had the authority and responsibility under its charter to: •oversee our risk governance structure, including the Enterprise Risk Management framework; •review and approve any risk appetite statement of the Company and management’s proposed approach to risk tolerance, including overseeing the development of appropriate risk capacity, risk tolerances and key risk indicators; •review and approve our risk management policies and procedures dealing with risk identification and risk assessment for the principal operational, business and compliance risks facing the Company, including but not limited to, the risks and responses associated with: strategy; finance and accounting; investment and financial performance; liquidity; legal and regulatory compliance; data management and analytics; information security (including cyber security) and privacy; information technology; people; operations and third-party management; •review management’s efforts to foster a Company-wide culture that supports appropriate risk awareness and identification, escalation and appropriate treatment of risks that exceed designated risk tolerance levels; •discuss with management and our Chief Risk & Compliance Officer our major risk exposures and review the steps management has taken to monitor and control those exposures, including our risk assessment and risk management policies; •provide oversight of the Company’s crisis management framework, including the Company’s incident response plans; •review our internal audit work plan to ensure alignment with identified risks and risk governance needs; and •oversee the investigation of, and may also request the investigation of, any significant instance of noncompliance with laws or the Company’s compliance programs, policies or procedures.
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| Other Corporate Governance Matters |
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Director Independence. The Board has determined that all members of the Board other than Mr. Masih are “independent directors” within the meaning of Nasdaq listing standards. During its independence review, the Board considered transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries, affiliates and significant stockholders. The Board also examined transactions and relationships between directors or their affiliates and members of the Company’s senior management or their affiliates. The Board has determined that each member of the Board’s Audit, Compensation, and NCG Committees is independent (or similarly designated) based on the Board’s application of the standards of Nasdaq, the Securities and Exchange Commission (the “SEC”) or the Internal Revenue Service (the “IRS”), as appropriate for such committee membership. Annual Board and Committee Evaluations. Our Board conducts an annual self-evaluation aimed at enhancing its effectiveness. As part of the evaluation, each director completes a written questionnaire that is designed to gather suggestions for improving Board effectiveness and to solicit feedback on a range of issues, including Board operations, Board and committee structure, the flow of information from management, and agenda topics. In addition, in 2022, we engaged an independent third party to conduct a comprehensive Board self-evaluation to assess the effectiveness of our Board. The feedback received was discussed during an evaluation session and certain actions were implemented to further enhance the operations of the Board and its committees. We expect to continue to use an independent third party for similar purposes from time to time in the future. Each of our standing committees also conducts its own annual self-evaluation, which includes a written questionnaire and evaluation session led by the respective committee chairs. The NCG Committee annually appraises the framework for our Board and committee evaluation processes. Audit Committee Financial Expert. The Board has determined that each of Messrs. Stovsky, Hilzinger and Monaco and Ms. Hannam qualifies as an “audit committee financial expert,” as defined in SEC regulations, and also possesses the financial sophistication and requisite experience as required under Nasdaq listing standards. Board Leadership Structure. The Board evaluates its leadership structure on an ongoing basis according to what the Board considers to be best for the Company at any given point in time. Currently, we separate the roles of non-executive Chairman and CEO. The Board believes that having a separate non-executive Chairman and CEO provides an effective leadership model for the Company and provides the benefit of the distinct abilities and experience of both the non-executive Chairman and CEO. Our non-executive Chairman, Michael P. Monaco, provides overall leadership to the Board in its oversight function. Our CEO, Ashish Masih, is responsible for setting the strategic direction for the Company and the day-to-day leadership and overall operating performance of the Company. We believe the separation of offices ensures the independence of the Board and allows Mr. Monaco to focus on managing Board matters and Mr. Masih to focus on managing our business. Having the CEO serve on our Board ensures that the Board contains the individual most familiar with the Company’s business and industry and promotes open communication between management and our directors. The CEO provides advice and recommendations to the full Board for the Board’s consideration. Code of Ethics. The Board has adopted a code of ethics entitled the “Standards of Business Conduct” applicable to our directors and all employees and officers of the Company, including our principal executive officer, principal accounting officer and principal financial officer. A copy of the Standards of Business Conduct is available on our website at www.encorecapital.com. Click on “Investors,” then “Corporate Governance” and then “Standards of Business Conduct.” We may post amendments to or waivers of the provisions of the Standards of Business Conduct, if any, made with respect to any of our directors and executive officers on that website, unless otherwise required by Nasdaq listing standards to disclose any waiver in a Current Report on Form 8-K. Please note that the information contained on our website is not incorporated by reference in, or considered to be a part of, this proxy statement. Risk Oversight. Our management has day-to-day responsibility for identifying risks and assessing them in relation to Company strategies and objectives; implementing suitable risk mitigation plans, processes and controls; and appropriately managing risks in a manner that serves the best interests of the Company and its stockholders. While the Board has retained the responsibility for general oversight of key strategic risks, the Board’s standing committees support the Board by regularly addressing various risks in their respective areas of oversight. •The Risk Committee oversees and reviews the Company’s risk governance structure, including the Enterprise Risk Management (“ERM”) program (which includes risk tolerance), and risks related to, among other things, operations, compliance and information security. The Company’s various operating subsidiaries also have general corporate governance structures and, depending on their operations and market, have also established board committees or processes to manage risk and compliance relative to their specific operations. •The Audit Committee primarily oversees those risks that may directly or indirectly affect our financial statements, including the areas of financial reporting, internal controls and compliance with public reporting requirements. The Audit Committee also assists the Board by overseeing and reviewing the internal audit function. •The Compensation Committee assists the Board in fulfilling its risk management oversight responsibilities associated with risks arising from employee compensation policies and practices. •The NCG Committee oversees risks related to corporate governance matters and processes including the Company’s ESG program. The committee also oversees risk related to talent management and succession planning for the Company’s executives. Our Risk Committee is responsible for overseeing our information security risks. Our Risk Committee receives quarterly reports from our Chief Information Officer (who also serves as our Chief Information Security Officer) with respect to our information security program, which includes cybersecurity risk assessments, security monitoring, incident response policies, regulatory compliance, and employee training. To ensure the integrity and reliability of our information security environment, we periodically engage outside specialists to examine and test our systems, technical posture as well as our detection and response capabilities, including our disaster recovery plans. Through this work, we adopt recommendations and adjust our information and cybersecurity posture to the constantly changing threat landscape. We continually strive to enhance our preventive and defensive capabilities in alignment with globally recognized information security frameworks, maintain appropriate information security risk insurance policies, and implement other measures to mitigate or minimize the impacts from potential threats. Each standing committee routinely provides reports to the full Board at regular meetings concerning the activities of the committee and actions taken by the committee since the last regular meeting. The Board’s role in risk oversight is consistent with the Company’s leadership structure, with the CEO and management responsible for assessing, managing and mitigating our risk exposure and the Board and its committees providing oversight in connection with those efforts.
PROXY STATEMENT
Communications with Directors. We have not adopted a formal process for stockholder communications with the Board. Given our size, the Board does not deem it necessary to formally adopt a written policy regarding stockholder communications. Stockholders, however, can contact the Board or an individual director by writing to: Board of Directors, Encore Capital Group, Inc., 350 Camino De La Reina, Suite 100, San Diego, CA 92108, Attention: Corporate Secretary. Absent unusual circumstances or as contemplated by committee charters, communications received in writing are distributed to members of the Board as appropriate depending on the facts and circumstances outlined in the communication received. Outside Advisors. The Compensation Committee has engaged FW Cook to assist it in carrying out its responsibilities with respect to the Company’s executive compensation programs. The Compensation Committee has assessed the independence of FW Cook pursuant to SEC rules and determined that FW Cook is independent and its respective work for the Compensation Committee does not raise any conflict of interest. In addition, various committees of the Board may hire outside legal counsel from time to time to provide additional advice. Executive Sessions of Independent Directors. Independent Board members meet without management present following regularly scheduled Board meetings and at any other time deemed appropriate by the Board. Policy Regarding Directors’ Attendance at Annual Meetings. We encourage directors to attend our annual meeting, but we do not have a policy that requires the attendance of all directors at our annual meeting. Each of our current directors attended the 2023 annual meeting. Majority Voting Policy. The Company has adopted a Majority Voting Policy, which states that in an uncontested election (i.e., an election where the only nominees are those recommended by the Board), any nominee for director who receives a greater number of votes “withheld” from election than votes “for” such election shall promptly tender a resignation to the Board for consideration. The NCG Committee shall promptly consider the resignation offer and recommend to the Board action with respect to the tendered resignation, which may include (1) accepting the resignation, (2) maintaining the director but addressing the underlying cause of the “withheld” votes, (3) determining not to renominate the director in the future, (4) rejecting the resignation or (5) any other action the NCG Committee deems to be appropriate and in the best interest of the Company. In considering what action to recommend with respect to the tendered resignation, the NCG Committee will take into account all factors deemed relevant, including without limitation, any stated reasons why stockholders “withheld” votes for election from such director, the length of service and qualifications of the director whose resignation has been tendered, the overall composition of the Board, the director’s contributions to the Company, the mix of skills and backgrounds of the directors and whether accepting the tendered resignation would cause the Company to fail to meet any applicable requirements of the SEC or the Nasdaq Stock Market. The Board will act on the NCG Committee’s recommendation no later than 90 days following certification of the stockholder vote. Following the Board’s decision on the NCG Committee’s recommendation, the Company will promptly disclose the Board’s decision with respect to the tendered resignation and will provide a description of the process by which the decision was reached in a Current Report on Form 8-K filed with the SEC. Except in certain special circumstances, any director who tenders a resignation pursuant to this provision shall not participate in the NCG Committee review and recommendation process or the Board’s consideration regarding the action to be taken with respect to the tendered resignation. To the extent that one or more directors’ resignations are accepted by the Board, the NCG Committee will recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.
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| ELECTION OF DIRECTORS (PROPOSAL NO. 1) | | General |
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Our Board currently consists of nine members, each with a term expiring at the 2024 annual meeting. The NCG Committee of the Board has recommended, and the Board has nominated, the incumbent directors listed below for election at the 2024 annual meeting. If any nominee named below is unable or declines to serve as a director, the Board may change the number of seats on the Board or may designate an alternate nominee to fill the vacancy. If a substitute nominee is named, the proxy holders will vote the proxies held by them for the election of such person, unless contrary instructions are given. We are not aware of any nominee who will be unable or will decline to serve as a director. The term of office for each person elected as a director continues until the next annual meeting of stockholders or until his or her successor has been elected and qualifies. Subject to the Majority Voting Policy described above, if a quorum is present (virtually) and voting, the nine nominees receiving the highest number of votes will be elected to the Board.
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| The Board of Directors recommends a vote FOR the election of each of the nine director nominees for a term of one year. |
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| Director Diversity |
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66.7% of the nominees to the Board are diverse by gender or race. Of the nominees, three are female and three are racially diverse. Currently 75% of our Board committees are chaired by diverse Board members.
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| Board Diversity Matrix (As of April 26, 2024) | | | | | | Total Number of Directors | 9 | | | | | Part I: Gender Identity | Female | Male | Non-Binary | Did Not Disclose Gender | | Directors | 3 | 6 | - | - | | Part II: Demographic Background | | | | | | African American or Black | - | 1 | - | - | | Alaskan Native or Native American | - | - | - | - | | Asian | - | 2 | - | - | | Hispanic or Latinx | - | - | - | - | | Native Hawaiian or Pacific Islander | - | - | - | - | | White | 3 | 3 | - | - | | Two or More Races or Ethnicities | - | - | - | - | | Did not want to disclose | - | | | | | LGBTQ+ | - | | | |
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| Director Nominees |
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Set forth below is certain biographical information about each of our nominees to the Board.
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| Name | Age | Position(s) | | Michael P. Monaco | 76 | Non-Executive Chairman and Director | | William C. Goings | 66 | Director | | Ashwini (Ash) Gupta | 71 | Director | | Wendy G. Hannam | 64 | Director | | Jeffrey A. Hilzinger | 66 | Director | | Angela A. Knight | 73 | Director | | Laura Newman Olle | 71 | Director | | Richard P. Stovsky | 66 | Director | | Ashish Masih | 58 | President, Chief Executive Officer and Director |
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MICHAEL P. MONACO. Mr. Monaco has served as a director since August 2014. He served as a Senior Advisor to FTI Consulting, Inc. from July 2017 to April 2018. He served as the Senior Managing Director at CDG Group, LLC, a New York-based firm specializing in restructurings, mergers and acquisitions and crisis and turnaround management from 2002 until CDG Group, LLC was acquired by FTI Consulting, Inc. in July 2017. He previously served as Chairman and Chief Executive Officer of Accelerator, LLC, a provider of outsource services, from 2000 to 2002. He served as a Vice Chairman of Cendant Corporation from 1996 to 2000. In addition, Mr. Monaco served as the Executive Vice President and Chief Financial Officer of the American Express Company from 1990 to 1996. He was previously a director of iPayment, Inc., a leader in the payment processing industry, and the International Securities Exchange. Mr. Monaco also previously served as a director of I.D. Systems, Inc., a publicly traded company, from 2002 to June 2014. Mr. Monaco is also a Certified Public Accountant. His additional qualifications to serve on the Board include experience in public company accounting, risk management, disclosure, and financial system management, leadership experience in the financial services industry, and service as a public company director. WILLIAM C. GOINGS. Mr. Goings has served as a director since September 2022. Mr. Goings was Executive Vice President of TD Bank Group and President and Chief Executive Officer of TD Insurance at TD Bank Group from 2012 to 2013. Mr. Goings also held the positions of Executive Vice President of TD Bank Group and President of TD Insurance at TD Bank Group from 2010 to 2012. He also held the positions of Senior Vice President and Chief Operating Officer of TD Insurance at TD Bank Group between 2009 and 2010. Prior to joining TD Bank Group, Mr. Goings held a variety of operating roles with Genworth Financial Inc. from 2004 to 2009 and GE Capital from 1997 to 2004. Mr. Goings currently serves as a director of TrueBlue, Inc. Mr. Goings also serves as a Director of AARP Service Inc. and as a Director of Penn Mutual Life Insurance Company. Mr. Goings’ earlier career was spent working for global companies in corporate banking, strategic planning, and business development. Mr. Goings qualifications to serve on the Board include his extensive expertise having served as a senior officer of a large multi-national corporation as well as an executive level, operations focused, strategic planning, and problem-solving ability. ASH GUPTA. Mr. Gupta has served as a director since September 2015. Mr. Gupta retired from American Express Company in March 2018 after 40 continuous years of service as an executive officer, including serving as President – Global Credit Risk & Information Management from 2016 to 2018. Previously, he was the company’s Chief Risk Officer and was instrumental in successfully guiding American Express through the Great Recession. He is currently, a board member and chair for Corridor Platforms Inc. and an advisor to global consulting firm Oliver Wyman. Mr. Gupta earned an MBA from Columbia University and a bachelor’s degree in Engineering from Indian Institute of Technology (IIT), Delhi. He serves on the non-profit boards of Big Brothers Big Sisters of New York and the New York Chapter of National Association of Corporate Directors (NACD) and on the advisory board of South Asian Youth Action (SAYA!). Mr. Gupta’s qualifications to serve on the Board include his significant experience as an executive officer of a public international finance company and his experience related to risk and information management. WENDY G. HANNAM. Ms. Hannam has served as a director since September 2015. Ms. Hannam retired from Scotiabank, an international Canadian bank and a leading financial services provider in North America, Latin America and parts of Asia, in 2014. Ms. Hannam joined Scotiabank in 1983 and held positions of increasing responsibility, most recently as Executive Vice President, International Retail Banking from 2009 to 2012 and Executive Vice President, Latin America from 2012 until she retired. Ms. Hannam holds an MBA from the University of Toronto. She is also a graduate of the Advanced Management Programme at the European Institute of Business (INSEAD) and the ICD-Rotman Directors Education Program. She serves on the Independent Review Committee of BMO Asset Management Inc, and on the board of the Royal Conservatory of Music. Ms. Hannam was named one of Canada’s 100 Most Powerful Women 2007-2010 and was named to the Latinvex Top 100 Business Women in Latin America in 2013. Ms. Hannam’s qualifications to serve on the Board include her substantial experience in international financial services and operations in regulated industries. JEFFREY A. HILZINGER. Mr. Hilzinger has served as a director since September 2019. He previously served as Chief Executive Officer, President and a director of Marlin Business Services Corp., a publicly-traded bank holding company, from June 2016 until it was acquired in January 2022. From 2010 to May 2016 Mr. Hilzinger served in positions of increasing responsibility at Everbank Commercial Finance, Inc., most recently as President. In 2004, Mr. Hilzinger co-founded US Express Leasing, Inc. and served as its Chief Financial Officer until it was acquired by Everbank Financial Corporation in 2010. Mr. Hilzinger co-founded Aternus Partners, LLC, a management consulting firm, and served as a Managing Director until 2004. From 1979 until it was acquired by GE Capital in 2002, Mr. Hilzinger served in various regional and global leadership roles with Heller Financial, Inc. and certain of its subsidiaries and affiliates. Mr. Hilzinger’s qualifications to serve on the Board include his experience as the Chief Executive Officer of a publicly-traded company, his substantial experience in the financial services industry, his experience interacting with regulatory authorities and his experience leading businesses located outside of the United States.
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ANGELA A. KNIGHT CBE. Ms. Knight has served as a director since September 2019. Ms. Knight has been a Non-Executive Director of Arbuthnot Banking Group plc since September 2023 and its principal subsidiary Arbuthnot Latham & Co Ltd since June 2016. She has also been a Non-Executive Director of Vanquis plc (formerly known as Provident Financial plc) since August 2018. In November 2021, Ms. Knight was appointed as the non-executive chair of the board of directors of Pool Reinsurance Company LTD (PoolRe), Britain’s leading terrorism reinsurer. She is currently the deputy chairman of the Astana Financial Services Authority, a regulator set up by the Kazakhstan Government, under English law and UK/international regulatory standards. Since 1997, Ms. Knight has held several Non-Executive Directorships, including Taylor Wimpey plc from November 2016 to April 2022, TP ICAP plc (previously Tullett Prebon) from September 2011 to May 2021, Brewin Dolphin plc from 2007 to 2017, where she was the Senior Independent Non-Executive Director and also chaired the Dublin subsidiary, until December 2018 and was the Chairman of the UK Treasury sponsored body, the Office of Tax Simplification, until March 2019. She was the Chief Executive Officer of Energy UK from 2012 to 2014, and prior to that was the Chief Executive Officer of the British Bankers’ Association, from 2007 to 2012. Between 1997 and 2006, Ms. Knight was the Chief Executive Officer of the Association of Private Client Investment Managers and Stockbrokers. Ms. Knight started her career at Air Products and Chemicals where she worked for five years, primarily as a development engineer and project leader. In 1977, she set up Cook & Knight (Metallurgical Processors) and was Joint Managing Director until the company was sold in 1988. She became a member of Sheffield City Council in 1987 and was elected as the Member of Parliament for Erewash in the East Midlands in 1992. She was the Parliamentary Aid to the Minister for Industry in 1993, then to the Chancellor of the Exchequer in 1994, before becoming Economic Secretary to HM Treasury from 1995 to 1997. Ms. Knight has a BSc degree in Chemistry from Bristol University. Ms. Knight’s qualifications to serve on the Board include her substantial experience in international financial services, operations in regulated industries and service on international boards. LAURA NEWMAN OLLE. Ms. Olle has served as a director since February 2014. Ms. Olle retired from Capital One Financial Corporation, a publicly traded bank holding company specializing in credit cards, home loans, auto loans, banking and savings products, in 2007, where she served as Chief Enterprise Risk Officer. She joined Capital One in 1999 as Senior Vice President of Information Technology Systems Development. Prior to Capital One, Ms. Olle served as Senior Vice President of Information Systems and Services at Freddie Mac. She has also previously held key information technology positions at the Marriott Corporation and worked as a management consultant at Arthur Young and Company. Ms. Olle serves as a board member of Morgan Stanley Bank, N.A. (MSBNA) and Morgan Stanley Private Bank, National Association (MSPBNA), which are U.S. bank operating subsidiaries of Morgan Stanley. Ms. Olle is a former Certified Public Accountant. Ms. Olle’s qualifications to serve on the Board include her broad experience interacting with regulatory authorities and developing and overseeing enterprise risk management and information technology programs at complex financial institutions. RICHARD P. STOVSKY. Mr. Stovsky has served as a director since August 2018. Mr. Stovsky retired from PricewaterhouseCoopers LLP (“PwC”) in June 2018. Mr. Stovsky joined PwC in August 1983, and held positions of increasing responsibility, most recently as a Vice Chairman. Mr. Stovsky has served as a member of the board, audit and compliance committee and compensation committee of Olympic Steel, Inc. since May 2020. Mr. Stovsky serves on several non-profit organization Boards of Directors/Trustees including The Cleveland Orchestra, The 50 Club of Cleveland, The Cleveland Museum of Art, Bluecoats of Cuyahoga County, Jewish Federation of Cleveland, The Cleveland Foundation and University School. Mr. Stovsky is a Certified Public Accountant and is licensed to practice law in the state of Ohio. Mr. Stovsky’s qualifications to serve on the Board include his experience as a certified public accountant, and his substantial experience in providing tax and overall business advice in a variety of industries. ASHISH MASIH. Mr. Masih has served as a director and our President and Chief Executive Officer since June 2017. He previously served as Executive Vice President and President of Midland Credit Management, Inc. (“MCM”), the Company’s domestic operating subsidiary, from November 2016 until June 2017 and other senior roles in operations and corporate development at Encore from when he joined the Company in 2009 until November 2016. From 2001 until joining the Company, Mr. Masih was employed at Capital One Financial Corporation where he held senior roles in its U.S. credit card business. Prior to joining Capital One, Mr. Masih worked at McKinsey & Company and KPMG Consulting. In 2019, Mr. Masih was named by the U.S. Secretary of Commerce to the U.S.-India CEO Forum, which brings together business leaders from both nations to discuss ways to strengthen economic and commercial ties. From 2013-2015, Mr. Masih was elected to the Receivables Management Association (RMA International, previously DBA International) board of directors, where he served as both a director and a member of its Federal Legislative and Regulatory Committee. Mr. Masih earned an MBA from The Wharton School of the University of Pennsylvania, a Master of Science in Manufacturing Systems Engineering from Lehigh University and a bachelor’s degree in Mechanical Engineering from the Indian Institute of Technology, New Delhi, India.
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| EXECUTIVE OFFICERS |
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Set forth below is certain biographical information about each of our current executive officers. Executive officers are appointed by the Board and serve at the discretion of the Board.
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| Name | Age | Position(s) | | Ashish Masih | 58 | President and Chief Executive Officer | | Jonathan C. Clark | 65 | Executive Vice President, Chief Financial Officer and Treasurer | | Ryan B. Bell | 45 | President, Midland Credit Management | | John Yung | 59 | President of International and Cabot Credit Management | | Andrew E. Asch | 50 | Senior Vice President, General Counsel and Corporate Secretary |
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ASHISH MASIH. For biographical information, see Election of Directors (Proposal No. 1) above. JONATHAN C. CLARK. Mr. Clark has served as our Executive Vice President, Chief Financial Officer and Treasurer since February 2015. Mr. Clark joined the Company as Chief Financial Officer of MCM in October 2014. Prior to joining the Company, Mr. Clark served as Executive Vice President and Chief Financial Officer of SLM Corporation, a publicly traded company more commonly known as Sallie Mae, from January 2011 until March 2013, and held other executive positions at Sallie Mae beginning in 2008. Prior to joining Sallie Mae, Mr. Clark served in various capacities, most recently as Managing Director, at Credit Suisse Securities (USA) LLC, an investment bank, from 2000 to 2007, after having served in various executive roles at Prudential Securities, The First Boston Corporation, and a variety of other companies during his career. Mr. Clark received his bachelor’s degree in economics from the University of Virginia in 1981 and his MBA from the Harvard Business School in 1985. RYAN B. BELL. Mr. Bell joined the Company in September 2011 and has served in positions of increasing responsibility and was promoted to President of MCM in January 2020. From September 2000 to August 2011, he held positions of increasing responsibility at Capital One Financial Corp. including as Director of Operations Strategy and Execution from January 2009 to August 2011. Mr. Bell earned a bachelor's degree in Management Information Systems (graduating cum laude) from Texas A&M University and an MBA (graduating Beta Gamma Sigma) from The Cox School Business at Southern Methodist University. JOHN YUNG. Mr. Yung joined the Company in 2015 and has served as our President of International and Cabot Credit Management since May 2023, prior to which Mr. Yung served as Senior Vice President, Chief Global Strategist and Growth Officer. Before joining Encore, Mr. Yung was a co-founder of ZenBanx Holding Ltd., an international fintech company, which was acquired by Sofi. Prior to that, Mr. Yung held several positions at ING Direct USA, including Head of Consumer Lending and Head of Customer Research and Analytics. Mr. Yung also served in executive positions with Bank of America, MBNA and Sears Roebuck and Co. Mr. Yung earned a Bachelor of Arts in Economics from the University of California Davis, and a Master of Business Administration in Finance and Marketing from Duke University. ANDREW E. ASCH. Mr. Asch has served as Senior Vice President and General Counsel since August 2022. Mr. Asch joined the Company in April 2010 and previously served as General Counsel of MCM beginning in March 2016. Prior to joining MCM, Asch served as Senior Counsel at Roll International Corporation (now The Wonderful Company), and practiced law at the firms Katten Muchin Rosenman L.L.P. and Fulbright & Jaworski L.L.P. Mr. Asch received his bachelor’s degree in political science from University of California, Los Angeles and his JD from the University of Southern California, Gould School of Law.
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| ENVIRONMENTAL, SOCIAL, AND GOVERNANCE |
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| Our Environmental, Social, and Governance Approach |
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Our approach to Environmental, Social, and Governance (“ESG”) is an extension of our Mission, Vision and Values and a key consideration for our business-wide decision making. In 2023, we continued our ESG journey and published our second ESG report. The following five key pillars have served as the foundation for our ESG journey:
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| Consumer | We Put Consumers First Our consumers are at the heart of our business. We are committed to promoting a strong culture of treating consumers with respect, honesty, and empathy, and keeping customer service and compliance at the core of our business strategy. | | Colleagues | We Support and Value Our People We foster a culture of respect and inclusion in various ways including by providing unconscious bias and diversity training, tracking gender diversity, and sponsoring global cultural appreciation initiatives. We attract and retain talent by creating opportunities for professional growth through competitive benefits, wellness incentives, and other initiatives and trainings. | | Environment | We Seek to Mitigate Our Impact on the Environment We seek to minimize our environmental footprint through smart resource use and sustainable practices, including recycling programs, plastic-free break rooms/cafeterias, reduction of water consumption and electricity use, and powering our business with renewable energy where possible. | | Community | We Work Together to Strengthen Our Community We encourage employee community service and support through corporate matching programs, paid time off for volunteering activities, our annual day of giving, company-sponsored volunteer opportunities, and corporate giving and partnerships. | | Operating Responsibly | We Operate Responsibly We hold ourselves to the ethical practices and decision making as guided by our Standards of Business Conduct. |
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| Governance of our ESG Program |
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The Nominating and Corporate Governance Committee reviews our ESG strategy, provides ongoing review of our ESG initiatives and policies and reports to the full Board of Directors on our ongoing ESG-related activities. At the management level, our ESG program is overseen by an ESG Steering Committee, made up of several senior company leaders, that guides and directs our ESG strategy and related activities. The ESG Steering Committee is chaired by Encore’s Senior Vice President and Chief Human Resources Officer, who reports directly to Encore’s Chief Executive Officer. Encore’s Chief Executive Officer and Executive Leadership Team also provide oversight and guidance to the ESG Steering Committee to ensure the ESG strategy and related activities are aligned with and help inform other imperatives of the Company. The ESG Steering Committee provides periodic updates to the Nominating and Corporate Governance Committee and the full Board of Directors on our ESG efforts. A visual representation of how these various bodies of senior leaders and subject matter experts work together to progress our ESG commitments and ensure accountability against our goals can be found below:
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| COMPENSATION DISCUSSION AND ANALYSIS – EXECUTIVE SUMMARY | | Introduction |
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This Compensation Discussion and Analysis is intended to provide an understanding of our compensation philosophy, objectives and practices; our compensation setting process; the elements of our executive compensation program; and the compensation of each of the following individuals, who were our Named Executive Officers (“NEOs”) for 2023:
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| Name | Title | | Ashish Masih | President and Chief Executive Officer | | Jonathan C. Clark | Executive Vice President, Chief Financial Officer, and Treasurer | | Ryan B. Bell | President, Midland Credit Management | | John Yung | President, International and Cabot Credit Management(1) | | Andrew E. Asch | Senior Vice President, General Counsel and Secretary | | Craig A. Buick | Former Chief Executive Officer of Cabot Credit Management(2) |
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________________________________ (1)Mr. Yung was promoted to President, International and Cabot Credit Management effective May 8, 2023. (2)On March 28, 2023, the Company notified Mr. Buick that his employment would terminate on March 28, 2024. Mr. Buick transitioned his duties to Mr. Yung on May 8, 2023. See the Craig Buick Transition section below for additional detail.
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| Performance Measures Driving 2023 Compensation and Resulting Performance Award Achievement |
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| Performance | | | | | | KCP Adjusted EBITDA(1) | Return on Invested Capital (“ROIC”)(2) | 3-year TSR vs. S&P SmallCap 600 Financial Sector Index(3) | | | $1,110 million | 7.0% | 82nd Percentile | | Performance-Award Achievement | | | | | | KCP Funding %(4) | Performance Stock Vesting (ROIC)(5) | Performance Stock Vesting (TSR)(5) | | | 106.5% | 50.0% Vested | 180% Vested |
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________________________________ (1)KCP Adjusted EBITDA, which is the primary financial performance measure used for calculating annual KCP “key contributor plan” bonus awards is a metric the Company believes is the best approximation of cash generation. KCP Adjusted EBITDA is (1) Adjusted EBITDA plus (2) collections applied to principal balance. Adjusted EBITDA is defined as income before interest, taxes, depreciation and amortization; stock-based compensation expenses; acquisition, integration and restructuring related expenses; and other charges or gains that are not indicative of ongoing operations. Collections applied to principal balance represents (a) gross collections from receivable portfolios less (b) debt purchasing revenue, plus (c) proceeds applied to basis from sales of real estate owned (“REO”) assets and related activities. (2)Pre-Tax Return on Invested Capital (“ROIC”) is the metric used in measuring performance for ROIC performance stock units (“PSUs”). ROIC is a non-GAAP metric and is calculated as the last twelve months adjusted income from operations, divided by our average invested capital. Adjusted income from operations excludes acquisition, integration and restructuring related expenses, amortization of certain acquired intangible assets and other charges or gains that are not indicative of ongoing operations. Average invested capital is defined as the aggregate of average Net Debt (defined below) and average GAAP equity and is calculated as the sum of current and prior period ending amounts divided by two. Net Debt is GAAP borrowings adjusted for debt issuance costs and debt discounts, cash and cash equivalents and client cash. (3)The Company’s relative total stockholder return (“Relative TSR”) over a performance period from March 2021 (time of grant) to December 2023 compared to the other companies in the S&P SmallCap 600 Financial Sector Index (at the time of grant). (4)Represents Key Contributor Plan (“KCP”) funding percentage, which is the baseline funding of the KCP bonus payout for our NEOs. (5)Represents actual vesting on performance stock units that were eligible to vest based on the achievement of certain ROIC and Relative TSR targets for the performance period concluding in 2023.
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| | Base Salary | Key Contributor Plan (“KCP”) Bonus | Restricted Stock Units | Performance Stock Units (ROIC) | Performance Stock Units (TSR) | | Form of Compensation | Cash | | Equity | | | | Type | Fixed | Performance-Based | Variable | Performance-Based | | | Purpose | Attract and Retain Talent | Drive Short-Term Performance | Drive Long-Term Performance, Align Management Interests with those of Stockholders and Promote Retention | | | | Period | Ongoing | 1 Year | 3 Years (one-third vesting each year) | 3 Years (100% of earned awards vest at end of the performance period) | | | Vesting Metrics | N/A | KCP Adjusted EBITDA, Strategic Initiatives, Consumer Experience and People Initiatives | Time Vested | ROIC | TSR compared to Constituents of the S&P Small Cap 600 Financial Sector Index | | Payment/Vesting Date | Ongoing | Paid Annually in March for Prior Year Performance | Annually in March | Payment is 3 Years after Grant / Granted Annually in March | | | Performance Determination | Based in part on Individual Performance, Experience and Expertise | Formulaic + Compensation Committee Discretion | Formulaic | Formulaic; Compensation Committee Verifies Performance | |
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Role of the Compensation Committee. The Compensation Committee meets regularly throughout the year, although its primary decision-making occurs in the first quarter, when it: (1) approves total target compensation levels for our NEOs for the current fiscal year, including any adjustment to salaries, target annual KCP bonus opportunities and annual equity grant values; (2) determines whether performance targets have been satisfied for performance-based equity granted during previous fiscal years; and (3) approves payments under the KCP and any other cash bonuses applicable to our executive officers for the previous fiscal year. The Compensation Committee met 5 times in 2023, and otherwise acted by unanimous written consent. Role of the Independent Compensation Consultant. Since 2015, the Compensation Committee has engaged FW Cook as its independent compensation consultant to assist in structuring the Company’s executive and non-employee director compensation programs. FW Cook: •Regularly attends Compensation Committee meetings, including meeting in executive session with the Compensation Committee; •Provides advice on the appropriateness and competitiveness of our executive compensation program relative to market practice, including advising the Compensation Committee on the selection of our peer group for benchmarking; •Consults on executive compensation trends and developments; •Consults on various executive compensation matters and recommends program designs and practices to support our business and human capital strategies and objectives; •At the direction of the Compensation Committee, cooperates with management to compile market data and review the appropriateness of such data; and •At the direction of the Compensation Committee, works with management to assess the potential risks arising from our compensation policies and practices. Role of Management. The Compensation Committee generally solicits management’s input with respect to the executive compensation program. The Chief Executive Officer and representatives from the Human Resources and Legal departments generally attend Compensation Committee meetings to make presentations/recommendations regarding, and to discuss management’s viewpoint on, various compensation matters related to pay levels, program design, and related policies. The Chief Executive Officer is not present for deliberations regarding his own compensation. Compensation Peer Group. The Compensation Committee uses a peer group to review the competitiveness of executive pay levels and program design, consider the retention value of compensation and provide market context for other compensation design and award decisions. The Compensation Committee engages FW Cook to assist with the review of, and make recommendations relating to the selection of companies to be included in the “Compensation Peer Group.” The following table sets forth the companies included in Compensation Peer Group used to review executive compensation for 2023, which were identified based on industry, business complexity, revenue and market capitalization value. With respect to revenue and market capitalization value, peer companies were generally limited to those with revenue between 0.33-3.0x the Company’s size and market capitalization value between 0.25-4.0x the Company’s size. At the time the Compensation Peer Group was approved by the Compensation Committee, the Company’s was positioned above the median with respect to revenue and below the median with respect to market capitalization value.
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| 2023 Compensation Peer Group(1) | | | Credit Acceptance Corporation | MoneyGram International, Inc. | | CSG Systems International, Inc. | Navient Corporation | | CURO Group Holdings Corp. | Nelnet, Inc. | | Enova International, Inc. | PRA Group, Inc. | | ePlus Inc | PROG Holdings | | FirstCash Holdings, Inc. | Walker & Dunlop, Inc. | | Green Dot Corporation | WEX | | LendingTree | World Acceptance Corporation |
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| KCP Bonus. |
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KCP Bonus Overview. KCP bonus is an annual cash bonus plan designed to motivate and reward achievement of our short-term business goals as well as to attract and retain highly-talented individuals. The KCP bonus opportunity for each NEO is defined as a percentage of their base salary and can be earned from 0%-to-200% of target based on both the Company’s achievement of annual operational performance objectives, as well as the NEO’s individual performance during the applicable year. Company and individual goals are established in the first quarter of the year and are designed to incentivize management to drive strong operating performance that supports the creation of stockholder value. Assessing Performance for Funding and Payout: Baseline funding of the 2023 KCP bonus is determined by the level of achievement against goals in the following four categories: financial performance; strategic initiatives; consumer experience; and people initiatives. The underlying performance measures are key drivers of our success and stockholder value, and are intended to advance innovation and reinforce our Company Mission, Vision and Values. Each of these performance measures is also directly affected by the decisions of the NEOs. The resulting funding percentage is then subject to an adjustment of +/- 5% based on a recommendation from the Risk Committee derived from its assessment of the Company’s risk management performance (the “Risk Management Adjustment”). For 2023, the Company used KCP Adjusted EBITDA as its performance measure for the financial performance category, because the Company believes it is the best approximation of cash generation. Below is a table of the 2023 KCP bonus performance measures, their relative weights and actual funding results based on performance in 2023 against pre-established targets and the Risk Management Adjustment:
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| Performance Category | Performance Measures | Weighting | Element Funding % | | Financial Performance | KCP Adjusted EBITDA | 50.0% | 66.2%(1) | | Strategic Initiatives | Achievement of Certain Milestones for Strategic Initiatives | 20.0% | 154.4%(2) | | Consumer Experience | Call Quality and Consumer Satisfaction Scores(3) | 15.0% | 114.1%(3) | | People Initiatives | Inclusion Index and Talent Retention Rates(4) | 15.0% | 168.5%(4) | | Risk Management Adjustment | Risk Committee's assessment of performance related to risk management | 95%-105% Multiplier | 100.0%(5) | | Total 2023 KCP Funding % | | | 106.5% |
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(1)In March 2023, the Compensation Committee established the target for KCP Adjusted EBITDA of $1170.2 million, which would provide funding at 100%. Achievement of threshold performance of $1,037.6 million would fund at 35% and achievement at or above maximum performance of $1,285.5 million would fund at 200%. The calculation of the achievement for this metric was formulaic based on 2023 actual performance compared to target. Actual performance was $1,109.9 million or 94.8% of the target established at the start of the year, resulting in funding between threshold and target on this measure. KCP Adjusted EBITDA is calculated as (1) Adjusted EBITDA plus (2) collections applied to principal balance. Adjusted EBITDA is defined as income before interest, taxes, depreciation and amortization; stock-based compensation expenses; acquisition, integration and restructuring related expenses; and other charges or gains that are not indicative of ongoing operations. Collections applied to principal balance represents (a) gross collections from receivable portfolios less (b) debt purchasing revenue, plus (c) proceeds applied to basis from sales of real estate owned (“REO”) assets and related activities. (2)The Compensation Committee established certain milestones for strategic initiatives related to diversification and operational improvements. The calculation of the achievement, and the related funding, for the strategic initiatives was approved by the Compensation Committee based on the achievement of certain previously established milestones. (3)In alignment with our Values, we promote a strong culture of treating consumers with respect, honesty, and empathy, and keep customer service and compliance at the core of our business strategy. To reinforce this principled intent, the Compensation Committee established performance measures and targets based on customer satisfaction scores, the UK Financial Ombudsman Overturn Rate and “call quality” scores, where each call is rated on a scale of 0-100% based on not only compliance with all relevant laws and regulations, but also performance against certain internal standards designed and established to, among other things, improve consumer experience. The calculation of the achievement and related funding for these performance measures was formulaic based on 2023 actual performance compared to previously established targets. For 2023, the Company performed slightly below the target established for customer satisfaction scores and above target but below maximum for the call quality scores and UK Financial Ombudsman Overturn Rates. (4)We value our people. The Compensation Committee established performance targets related to an inclusion index and retention rates for key employee populations. The calculation of the achievement and related funding for the inclusion score and retention rates, was formulaic based on 2023 actual performance compared to previously established targets. For 2023, the Company achieved between target and maximum funding for its inclusion score and employee retention rates. (5)The Risk Committee performed an assessment and recommended that the Compensation Committee apply a 100% achievement with respect to risk management as a result of management’s decisions and actions during the year. The Compensation Committee then adjusted KCP payouts to levels between 90% and 105% of the funded performance level based on its assessment of each executive’s individual performance and contributions. The CEO’s individual performance was evaluated by the Compensation Committee based on a performance review completed by all independent directors of the Board. The CEO provided the Compensation Committee with performance assessments for each of the other executive officers, including the other NEOs. The Compensation Committee then reviewed individual performance and contributions including, for Messrs. Masih and Clark, their leadership with respect to the Company’s 2023 performance compared to both budget and prior year performance; for Mr. Bell his leadership of MCM, which maintained solid performance and had record portfolio purchasing in 2023; for Mr. Yung his successful transition into the President, International and Cabot role and his leadership of that business; and for Mr. Asch, his successful transition into the General Counsel role. For Mr. Masih, the Compensation Committee applied discretion and reduced his KCP payout by 10% to recognize the goodwill impairment reported in the Company’s 2023 results. Pursuant to the terms of Mr. Buick’s Executive Service Agreement and letter agreement, in connection with his separation Mr. Buick received a pro-rata bonus based on his KCP Bonus Target, the Company KCP funding percentage and the number of months worked during the year. Based on the analysis above, the Compensation Committee established the following KCP bonus payments to our NEOs for 2023, which resulted in a weighted average payout of 102.1% of target for NEOs (excluding Mr. Buick):
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| | Target Bonus | | Performance | | Actual | | | Name | % of Base Salary | 2023 KCP Bonus Target(1) | Company KCP Funding % | Individual % | 2023 KCP Bonus Received | Bonus Paid as a % of Target | | Ashish Masih | 120.0% | $1,033,000 | 106.5% | 90.0% | $990,131 | 95.9% | | Jonathan C. Clark | 100.0% | $669,977 | 106.5% | 97.0% | $692,119 | 103.3% | | Ryan B. Bell | 100.0% | $517,985 | 106.5% | 105.0% | $579,237 | 111.8% | | John Yung(2) | 85.0% | $332,006 | 106.5% | 97.0% | $342,978 | 103.3% | | Andrew E. Asch | 60.0% | $237,193 | 106.5% | 97.0% | $245,032 | 103.3% | | Craig A. Buick(3) | 85.0% | $390,996 | 106.5% | N/A | $197,367 | 50.5% |
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| Long-term Equity Incentive Awards |
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Our long-term equity incentive awards are intended to create a direct correlation between the Company’s financial and stock price performance and compensation paid to our NEOs. Specifically, our long-term equity incentive awards are intended to motivate, retain and, in the case of new hires, attract our NEOs; assist in building equity ownership of our NEOs to further align their long-term interests with those of our stockholders; and reward the creation of stockholder value. The target value of annual equity awards granted to NEOs is determined by the Compensation Committee taking into account market data, individual performance, relative compensation within the executive group, the individual’s ability to drive Company results, leadership potential and retention. Aggregate equity costs are also evaluated in the context of the dilutive effect to stockholders. Equity awards for our NEOs in 2023 were generally granted as a targeted mix of 50% restricted stock units (“RSUs”) and 50% performance stock units (“PSUs”). Of the PSUs, 50% are ROIC PSUs and 50% are relative TSR PSUs (based on their dollar-denominated values). In 2023, the Compensation Committee approved the grant of equity awards to our NEOs with the following target values:
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| Name | Target RSU Value ($) | RSU(1) (#) | Target ROIC PSU(2) Value ($) | Target ROIC PSU(1)(2)(3) (#) | Target TSR PSU Value ($) | Target TSR PSU(1)(3) (#) | Total Target Equity Award Value ($) | | Ashish Masih | $1,450,000 | 28,965 | $725,000 | 14,482 | $725,000 | 13,990 | $2,900,000 | | Jonathan C. Clark | $550,000 | 10,986 | $275,000 | 5,493 | $275,000 | 5,306 | $1,100,000 | | Ryan B. Bell | $425,000 | 8,489 | $212,500 | 4,244 | $212,500 | 4,100 | $850,000 | | John Yung(4) | $462,500 | 9,672 | $118,750 | 2,372 | $118,750 | 2,291 | $700,000 | | Andrew E. Asch | $200,000 | 3,995 | $100,000 | 1,997 | $100,000 | 1,929 | $400,000 | | Craig A. Buick | $375,000 | 7,491 | $187,500 | 3,745 | $187,500 | 3,618 | $750,000 |
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(1)Unit amounts were determined by dividing the targeted value by the closing price on the date of grant for the RSUs and ROIC PSUs (which was $50.06 for the RSUs and PSUs granted on March 9, 2023 and $45.65 for the RSUs granted to Mr. Yung on May 15, 2023 in connection with his promotion), and by $51.82 (the fair value on the date of grant as determined under a Monte Carlo valuation in accordance with accounting rules) for the relative TSR PSUs. (2)Because of the accounting rules governing preparation of the Summary Compensation Table, the aggregate amounts reported as Stock Awards for 2023 in the Summary Compensation Table are different than the target award values set forth in the table above. As described in the section entitled “Performance Equity” below, in prior years, the Company granted PSUs with annual goals, and goals for all three years were not set at the time of Compensation Committee approval. Instead, goals were established by the Compensation Committee at the beginning of each applicable year, based on the Company’s budget for that year. Under the applicable accounting rules, the Summary Compensation Table reflects the value of grants made during the year for which applicable performance goals have been set. As such, in addition to the target award values set forth in the table above, the Summary Compensation Table also includes portions of the 2021 PSUs for which the applicable performance goal was set in 2023. (3)Amounts represent target shares. (4)Mr. Yung was promoted to President, International and Cabot Credit Management effective May 8, 2023. RSU amounts for Mr. Yung include an additional grant in connection with his promotion of 4,928 RSUs with a value of approximately $225,000.
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| Restricted Stock Units. |
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2023 Time-Based Restricted Stock Units. The time-based RSUs granted to NEOs on March 9, 2023 under the 2017 Incentive Award Plan (the “2017 Plan”) vest in three equal annual installments on each of March 9, 2024, March 9, 2025 and March 9, 2026 subject to continued employment with the Company on the applicable vesting date. In addition, Mr. Yung was granted time-based RSUs on May 15, 2023 in connection with his promotion, which vest in three equal annual installments on each of March 9, 2024, March 9, 2025 and March 9, 2026 subject to continued employment with the Company on the applicable vesting date.
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For 2023 performance-based equity awards, the Compensation Committee granted a combination of ROIC PSUs and TSR PSUs. 2023 ROIC PSUs. The ROIC PSUs granted to NEOs in 2023 will cliff vest on March 9, 2026 based on the Company’s performance against a pre-established three-year average annual pre-tax ROIC target, subject to the NEO’s continued employment. If a threshold goal is achieved, then at least 50% of the target ROIC PSUs will vest, and if the maximum goal is achieved or exceeded, then 200% of the target ROIC PSUs will vest. We believe ROIC is helpful in evaluating the efficient and effective use of capital, and is an important component of long-term stockholder return. Management uses ROIC to monitor and evaluate operating performance relative to our invested capital. ROIC is calculated as last twelve months adjusted income from operations, divided by our average invested capital. Adjusted income from operations excludes acquisition, integration and restructuring related expenses, amortization of certain acquired intangible assets and other charges or gains that are not indicative of ongoing operations. Average invested capital is defined as average Net Debt plus average GAAP equity and is calculated as the sum of current and prior period ending amounts divided by two. Net Debt is GAAP borrowings adjusted for debt issuance costs and debt discounts, cash and cash equivalents and client cash. Certain PSUs granted to the NEOs in 2021 vested in three separate annual tranches based on the achievement of annual ROIC targets established by the Compensation Committee at the beginning of each applicable year (2021, 2022 and 2023), based on the Company’s ROIC target for that year. If a threshold goal was achieved during the applicable year, then at least 50% of the target ROIC PSUs eligible to vest with respect to that year would vest, and if the maximum goal was achieved or exceeded during the applicable year, then 200% of the target ROIC PSUs eligible to vest with respect to that year would vest. For the ROIC PSUs granted in 2021, target ROIC for 2023 was 8.7% and the Company’s actual ROIC attained for 2023 was 7.0%, which resulted in vesting as follows:
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| Description | ROIC Target | 2023 ROIC Result | Vesting Percentage | | 2021 ROIC PSU Grant - Tranche 3 | 8.7% | 7.0% | 50.0%(1) |
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| Name | 2021 ROIC PSU Grant - Tranche 3 - Target (#) | Vesting Percentage | 2021 ROIC PSU Grant - Tranche 3 - Total Vesting (#) | | Ashish Masih | 5,192 | 50.0% | 2,596 | | Jonathan C. Clark | 2,284 | 50.0% | 1,142 | | Ryan B. Bell | 1,505 | 50.0% | 752 | | John Yung | 934 | 50.0% | 467 | | Andrew E. Asch(1) | — | — | — | | Craig A. Buick | 1,505 | 50.0% | 752 |
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__________________________________________ (1) Mr. Asch was promoted to SVP, General Counsel of the Company effective in August 2022 and did not receive a 2021 ROIC PSU award. 2023 TSR PSUs. The 2023 TSR PSUs have a performance period that runs from March 2023 through December 2025 and will cliff vest on March 9, 2026 based on the Company’s three-year relative TSR compared to the other companies in the S&P SmallCap 600 Financial Sector Index as of the date of grant and provided that the applicable NEO remains continuously employed through that date. The Compensation Committee chose relative TSR as an objective metric to evaluate our performance against the performance of other broadly similar companies and to align the interests of our NEOs with the interests of stockholders. The Compensation Committee worked with FW Cook to select the S&P SmallCap 600 Financial Sector Index as the comparator group. Zero to 150% of the target TSR PSUs are eligible to vest, depending on the Company’s relative TSR percentile ranking, as set forth in the table below. No TSR PSUs will vest if our relative TSR performance is below the 30th percentile. If our relative total stockholder return percentile ranking is above the 30th percentile and between the levels shown in the table below, the portion of the TSR PSUs that vests is linearly interpolated between the two nearest vesting percentages, as follows; however, if our absolute TSR for the performance period is negative, the number of TSR PSUs that will vest is capped at 100% of the target number of shares regardless of our percentile ranking:
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| Relative Total Stockholder Return Percentile v. S&P Small Cap 600 Financial Sector Index Companies | TSR PSUs Vesting as a percentage of Target | | 70th or above | 150% | | 50th | 100% | | 30th | 50% | | below 30th | —% |
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2021 TSR PSUs. The TSR PSUs granted to NEOs in 2021 had a performance period that ran from March 2021 through December 2023 and cliff vested on March 9, 2024 based on the Company’s three-year relative TSR compared to the other companies in the S&P SmallCap 600 Financial Sector Index as of the date of grant. The design of the 2021 TSR PSUs was similar to the 2023 TSR PSUs except that 200% of target TSR PSUs (rather than 150%) were eligible to vest if the Company’s relative total stockholder return percentile ranking was 90th or above (rather than 70th or above).
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| Description | 3-Year Relative TSR Performance | Vesting Percentage | | 2021 TSR PSU Grant | 82nd percentile | 180%(1) |
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| Name | 2021 TSR PSU Grant - Target (#) | Vesting Percentage | 2021 TSR PSU Grant - Total Vesting (#) | | Ashish Masih | 11,158 | 180% | 20,084 | | Jonathan C. Clark | 4,909 | 180% | 8,836 | | Ryan B. Bell | 3,236 | 180% | 5,824 | | John Yung | 2,008 | 180% | 3,614 | | Andrew E. Asch(1) | N/A | N/A | N/A | | Craig A. Buick | 3,236 | 180% | 5,824 |
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__________________________________________ (1) Mr. Asch was promoted to SVP, General Counsel of the Company effective in August 2022 and did not receive a 2021 TSR PSU award. Severance Arrangements. Our NEOs each have severance arrangements, which are discussed below in the “Potential Payments Upon a Termination or Change in Control” section. Provisions included under the Separation Plan are designed to provide an important safety net that allows these executives to focus on our business and pursue the course of action that is in the best interests of our stockholders by alleviating some concerns regarding their personal financial well-being in the event of an involuntary termination independent of or in connection with a change-in-control transaction. We do not have single-trigger equity vesting acceleration or cash payments upon a change of control and we do not provide excise tax gross-ups. We believe that the provisions of our severance arrangements are consistent with the principal objectives of our compensation programs, are well aligned with competitive market practice, and that the payments that would be triggered upon termination are at appropriate levels. The executives are subject to certain restrictions, including (among other things) covenants for non-solicitation and non-disparagement and are required to execute a general release, in exchange for receiving the financial and other benefits under their agreements, as described in more detail in the “Potential Payments Upon a Termination or Change in Control” section. We believe imposition of these restrictions serves our best interest and the best interests of our stockholders. Other Benefits and Programs. Our NEOs in the United States are eligible to participate in benefit programs designed for all of our full-time employees. These programs include a tax qualified 401(k) savings plan, medical, dental, disability and life insurance programs and a matching charitable gift program. We also offer an executive health screening program whereby our executives may obtain a comprehensive physical examination every two years. Mr. Buick was based in the United Kingdom and was eligible to participate in the benefits generally made available by Cabot to its UK-based regular full-time employees, such as health insurance benefits and an employer pension scheme. Mr. Buick elected to not participate in a Cabot employer pension scheme and instead elected to receive cash payments equal to approximately 15% of his annual base salary in lieu of Cabot contributions to the pension scheme.
PROXY STATEMENT
Pledging and Hedging Policy. We have a comprehensive insider trading policy that, among other things, provides that our employees, officers, directors and key consultants shall not engage in transactions which limit their downside exposure to our securities (“hedging transactions”) such as short sales or the purchase or sale of puts, calls or other derivatives of our securities. The purpose of this policy, among other things, is to assist our employees in avoiding potential conflicts of interest. The policy also prohibits the purchase of Company securities on margin and the pledging of Company securities and contains additional restrictions applicable to insiders, including our executive officers and directors. Compensation Recovery Policy. The Compensation Committee has adopted the Encore Capital Group, Inc. Compensation Recovery Policy under which the Compensation Committee may clawback cash and equity incentive compensation erroneously paid, granted or awarded to a senior executive if it determines the senior executive has committed misconduct that causes demonstrably significant financial and/or reputational harm to the Company. We have also adopted a compensation recovery policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after October 2, 2023, as required by new SEC rules and Nasdaq Listing Standards implemented pursuant to the Dodd-Frank Act, and which can be recovered from time-vesting or performance-vesting equity compensation (in addition to other forms of compensation). Stock Ownership Requirements. The Compensation Committee maintains equity ownership requirements to promote substantial equity ownership by the Company’s management and align their interests with the interests of our long-term stockholders. Each executive is required to own equity equal to a multiple of their base salary, reflecting each executive’s role and level of responsibility at the Company. For the purposes of these requirements, all shares owned and unvested RSUs are included in the calculation. Unexercised stock options and unearned PSUs are not included in the calculation. Executives have five years from their appointment as an executive officer to attain the required level of ownership. Executives who have not yet met their equity ownership requirements are required to retain 100% of their after-tax shares until the share ownership requirement is met. All NEOs have met their applicable equity ownership requirements as of the record date.
PROXY STATEMENT
| SUMMARY COMPENSATION TABLE |
PROXY STATEMENT
| Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Comp.(2) | All Other Comp.(3) | Total | | Ashish Masih | 2023 | $861,096 | $3,159,830 | $990,131 | $12,900 | $5,023,957 | | President and Chief Executive Officer | 2022 | $831,918 | $3,561,534 | $695,107 | $13,360 | $5,101,918 | | | 2021 | $785,890 | $2,560,429 | $1,237,456 | $17,000 | $4,600,775 | | Jonathan C. Clark | 2023 | $669,977 | $1,214,233 | $692,119 | $15,900 | $2,592,228 | | Executive Vice President, Chief Financial Officer and Treasurer | 2022 | $649,863 | $1,395,617 | $439,697 | $18,922 | $2,504,099 | | | 2021 | $627,413 | $1,171,555 | $1,005,116 | $24,900 | $2,828,984 | | Ryan B. Bell | 2023 | $517,985 | $925,216 | $579,237 | $25,926 | $2,048,364 | | President, Midland Credit Management | 2022 | $494,045 | $950,673 | $384,411 | $14,650 | $1,843,779 | | | 2021 | $454,755 | $774,222 | $619,240 | $15,637 | $1,863,854 | | John Yung | 2023 | $431,082 | $746,666 | $342,978 | $377,429 | $1,898,154 | | President, International and Cabot Credit Management | | | | | | | | Andrew E. Asch | 2023 | $395,321 | $399,920 | $245,032 | $30,757 | $1,071,031 | | Senior Vice President, General Counsel and Secretary | 2022 | $346,874 | $349,993 | $226,645 | $9,510 | $933,022 | | Craig A. Buick(4) | 2023 | $459,995 | $825,299 | $197,367 | $716,604 | $2,199,266 | | Former Chief Executive Officer, Cabot Credit Management | 2022 | $454,739 | $1,050,704 | $231,199 | $68,341 | $1,804,983 | | | 2021 | $495,216 | $665,256 | $479,527 | $74,673 | $1,714,672 |
PROXY STATEMENT
| 2023 GRANTS OF PLAN-BASED AWARDS |
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| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END |
PROXY STATEMENT
| 2023 OPTION EXERCISES AND STOCK VESTED |
PROXY STATEMENT
| POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL |
PROXY STATEMENT
| Payments upon a Termination Without Cause, Resignation for Good Reason or a Termination in Connection with a Change in Control |
PROXY STATEMENT
| Name | Severance Salary Payments(1) | Severance Bonus Payments(2) | Cash Payment for Health or Other Benefits(3) | Fair Market Value of Unvested Equity Awards with Accelerated Vesting(4) | Total | | Ashish Masih | $1,730,000 | $990,131 | $53,670 | $2,538,058 | $5,311,859 | | Jonathan C. Clark | $1,346,076 | $692,119 | $36,751 | $1,064,431 | $3,139,377 | | Ryan B. Bell | $1,042,230 | $579,237 | $53,007 | $725,827 | $2,400,301 | | John Yung | $900,000 | $342,978 | $93,670 | $526,227 | $1,862,875 | | Andrew E. Asch | $600,011 | $245,032 | $42,862 | $259,028 | $1,146,932 |
PROXY STATEMENT
| Name | Severance Salary Payments(1) | Severance Bonus Payments(2) | Cash Payment for Health or Other Benefits(3) | Fair Market Value of Unvested Equity Awards with Accelerated Vesting(4) | Total | | Ashish Masih | $1,730,000 | $2,066,000 | $53,670 | $4,821,778 | $8,671,448 | | Jonathan C. Clark | $1,346,076 | $1,362,096 | $36,751 | $1,930,605 | $4,675,528 | | Ryan B. Bell | $1,042,230 | $1,097,222 | $53,007 | $1,371,413 | $3,563,873 | | John Yung | $900,000 | $674,984 | $93,670 | $1,066,935 | $2,735,589 | | Andrew E. Asch | $800,014 | $482,225 | $57,149 | $573,753 | $1,913,141 |
PROXY STATEMENT
| Name | Severance Salary Payments(1) | Severance Bonus Payments | Cash Payment for Health or Other Benefits(1) | Fair Market Value of Unvested Equity Awards with Accelerated Vesting(2) | Total | | Ashish Masih | $— | $— | $— | $5,937,040 | $5,937,040 | | Jonathan C. Clark | $— | $— | $— | $2,326,126 | $2,326,126 | | Ryan B. Bell | $— | $— | $— | $1,674,141 | $1,674,141 | | John Yung | $— | $— | $— | $1,242,259 | $1,242,259 | | Andrew E. Asch | $— | $— | $— | $687,866 | $687,866 |
PROXY STATEMENT
| Name | Severance Salary Payments(1) | Severance Bonus Payments(2) | Cash Payment for Health or Other Benefits(3) | Fair Market Value of Unvested Equity Awards with Accelerated Vesting(4) | Total | | Craig A. Buick(5) | $570,048 | $197,367 | $77,557 | $— | $844,972 |
PROXY STATEMENT
| CEO PAY RATIO DISCLOSURE |
PROXY STATEMENT
| Pay Versus Performance |
PROXY STATEMENT
| Compensation Actually Paid and Performance Measures |
PROXY STATEMENT
| COMPENSATION OF DIRECTORS |
PROXY STATEMENT
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2)(3) | All Other Compensation | Total | | William C. Goings | $95,000 | $144,966 | $— | $239,966 | | Ash Gupta | $110,000 | $144,966 | $— | $254,966 | | Wendy G. Hannam | $112,000 | $144,966 | $— | $256,966 | | Jeffrey A. Hilzinger | $97,000 | $144,966 | $— | $241,966 | | Angela A. Knight | $110,000 | $144,966 | $— | $254,966 | | Michael P. Monaco | $207,000 | $144,966 | $— | $351,966 | | Laura Newman Olle | $95,000 | $144,966 | $— | $239,966 | | Richard P. Stovsky | $112,000 | $144,966 | $— | $256,966 |