DEF 14A of Upbound Group, Inc., Apr 22, 2025

DEF 14A of Upbound Group, Inc.

Filed Apr 22, 2025 · FY20240001104659-25-037161

Open on EDGAR

  1. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 3, 2025

    | | Page | | Option Exercises and Stock Vested | 49 | | Non-Qualified Deferred Compensation | 49 | | No Pension Benefits | 49 | | Potential Payments and Benefits Upon Termination Without a Change in Control | 50 | | Potential Payments and Benefits Upon Termination With a Change in Control | 52 | | Equity Compensation Plan Information | 53 | | CEO Pay Ratio | 53 | | Historical Pay Versus Performance Disclosure | 54 | | Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 58 | | PROPOSAL THREE: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 59 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 60 | | OTHER INFORMATION | 62 | | Delinquent Section 16(a) Reports | 62 | | Insider Trading Arrangements and Policies | 62 | | Annual Report on Form 10-K | 62 | | “Householding” of Proxy Materials | 62 | | Submission of Stockholder Proposals | 62 | | Other Business | 63 | | ANNEX A: RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES | A-1 |

  2. Board Nominees

    Board Nominees The following table provides summary information about each director nominee who is nominated for election at the 2025 Annual Meeting. Each director nominee will serve a one-year term expiring at the 2026 annual meeting of stockholders and until such director’s successors are elected and qualified, or until such director’s earlier death, resignation, disqualification or removal. Additional information about each nominee, including the Board’s skills matrix, can be found under “Proposal One: Election of Directors” below. As previously disclosed, Mitchell Fadel is retiring from his positions as director and Chief Executive Officer of the Company, and Fahmi Karam will be appointed as a director and the Chief Executive Officer of the Company, each effective on June 1, 2025. Mr. Fadel’s decision to retire was not due to any disagreement with the Company on any matters relating to the Company’s operations, practices or policies. As the CEO transition will take place before the election of our directors at our Annual Meeting of Stockholders on June 3, 2025, Mr. Karam is one of the director nominees.

  3. Board Nominees

    | Name(1) | Age | Director Since | Independent | Committee Memberships | Other Public Company Boards | | Jeffrey Brown (Chairman) | 64 | 2017 | Yes | Audit & Risk (chair) | Medifast, Inc. | | Charu Jain | 61 | 2024 | Yes | Cybersecurity, Technology and Innovation (chair) | — | | Fahmi Karam(2) | 46 | — | — | — | — | | Molly Langenstein | 61 | 2024 | Yes | Compensation Cybersecurity, Technology and Innovation Nominating and Corporate Governance | Caleres, Inc. | | Harold Lewis | 64 | 2019 | Yes | Audit & Risk Compensation | — | | Glenn Marino | 68 | 2020 | Yes | Compensation (chair) Cybersecurity, Technology and Innovation Nominating and Corporate Governance | PRA Group, Inc. | | Carol McFate | 72 | 2019 | Yes | Audit & Risk Nominating and Corporate Governance (chair) | — |

  4. Board Nominees

    (1) As previously disclosed, former director Jen You did not seek re-election in 2024 and as a result her service on the Board ended at the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) (which was not due to any disagreement with the Company on any matters relating to the Company’s operations, practices or policies). Former director Christopher Hetrick’s service on the Board ended upon his resignation on February 29, 2024 (which was not due to any disagreement with the Company on any matters relating to the Company’s operations, practices or policies). (2) As previously disclosed, Mr. Karam will be appointed as a director and the Chief Executive Officer of the Company, effective June 1, 2025.

  5. Director Compensation

    Director Compensation Under our current compensation program, our non-employee directors receive annual retainers, which are payable in cash unless the applicable director has elected to receive all or a portion of such amount in the form of deferred stock units (“DSUs”), as well as an annual DSU award under the Upbound Group, Inc. Amended 2021 Long-Term Incentive Plan (the “2021 Plan”) with a grant date value of $145,000 for 2025. In addition, non-employee directors may elect to defer cash dividends otherwise payable on DSUs into additional DSUs. The Company provides a 25% matching contribution on deferrals of cash retainers and cash dividends into DSUs. Our Chief Executive Officer, our only employee director, is not entitled to receive compensation for his service as a director.

  6. Pay for Performance; Relative Total Shareholder Return

    Pay for Performance; Relative Total Shareholder Return Our executive compensation program directly links a substantial portion of executive compensation to our financial and stock price performance through both annual and long-term incentives. The 2024 annual cash incentive program was based on (1) consolidated Adjusted EBITDA, (2) Acima segment revenue, and (3) Rent-A-Center segment revenue, and each named executive officer received an amount equal to 100% of such person’s target bonus amount. In 2022, our Compensation Committee granted eligible executive officers performance-based restricted stock units based on our relative Total Shareholder Return (“TSR”) as compared to the S&P 1500 Specialty Retail Index over a three-year measurement period, which ended December 31, 2024. Our relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the three-year period ranked us 29 out of 52 companies in the S&P 1500 Specialty Retail Index, which resulted in the vesting of 75% of the target performance-based restricted stock units that were granted.

  7. Nominees for Director at the 2025 Annual Meeting

    Nominees for Director at the 2025 Annual Meeting Currently, the number of directors constituting our entire Board is seven, each of whom is elected at the annual meeting of stockholders to serve one-year terms expiring at the following annual meeting of stockholders and until his or her respective successor is duly elected and qualified, or until his or her earlier death, resignation, disqualification or removal. Our Board, upon recommendation of the Nominating and Corporate Governance Committee, has nominated seven individuals to be elected as directors by our stockholders. Two nominees are standing for election for the first time, Charu Jain and Fahmi Karam. Ms. Jain has served as a director since her appointment by the Board effective September 10, 2024, and, as previously disclosed, Mr. Karam will be appointed as a director and the Chief Executive Officer of the Company, effective June 1, 2025, upon Mr. Fadel’s retirement from his positions as director and Chief Executive Officer of the Company. As the CEO transition will take place before our Annual Meeting of Stockholders, Mr. Karam is one of the director nominees. The qualifications necessary for a board nominee and the Nominating and Corporate Governance Committee’s process for evaluating prospective board members is discussed under “Director Nominations — Qualifications” below. Specific experience and relevant considerations with respect to each nominee are set forth in each candidate’s respective biography below. Each nominated director has agreed to stand for election; however, should any of them become unable or unwilling to accept such nomination, the shares of common stock voted for that nominee by proxy will be voted for the election of a substitute nominee as the Board may recommend, or the Board may reduce the number of directors to eliminate the vacancy. If any nominee is unable to serve his or her full term, the Board may reduce the number of directors or designate a substitute to serve until the subsequent annual meeting of stockholders. Our Board has no reason to believe that any of the director nominees will be unable or unwilling to serve as a director, and, to the knowledge of the Board, each intends to serve a full term if elected as a director of the Company. Our Board recommends that you vote “FOR” each of the director nominees.

  8. Nominees for Director at the 2025 Annual Meeting

    | | Jeffrey Brown | | | Chairman of the Board; Independent Director Age: 64 Director Since: 2017 Committees Served: Audit & Risk (chair) |

  9. Nominees for Director at the 2025 Annual Meeting

    Mr. Brown is the Chief Executive Officer and founding member of Brown Equity Partners, LLC (“BEP”), which provides capital to management teams and companies needing equity capital. Prior to founding BEP in 2007, Mr. Brown served as a founding partner and primary deal originator of the venture capital and private equity firm Forrest Binkley & Brown from 1993 to 2007. Mr. Brown has worked at Hughes Aircraft Company, Morgan Stanley & Company, Security Pacific Capital Corporation and Bank of America Corporation. In his more than 35 years in the investment business, Mr. Brown has served on over 50 boards of directors, including the boards of directors of 10 public companies. Since June 2017, Mr. Brown has served as a director of Upbound Group, Inc., and is currently its Chairman. Since June 2015, Mr. Brown has served as the Lead Director of Medifast, Inc., where he also serves as chairman of the Audit Committee and is a member of the Executive Committee. Mr. Brown previously served as a director for various companies, including Cadiz, Inc., Golden State Vintners, Inc., Nordion, Inc., Outerwall, Inc. and Stamps.com, Inc. We believe Mr. Brown’s extensive public and private company board experience, significant transactional experience and strong financial experience, provide valuable perspectives and leadership to the Board as we pursue our strategic growth objectives.

  10. Nominees for Director at the 2025 Annual Meeting

    | | Charu Jain | | | Independent Director Age: 61 Director Since: 2024 Committees Served: Cybersecurity, Technology and Innovation (chair) |

  11. Nominees for Director at the 2025 Annual Meeting

    Ms. Jain is a senior technology executive with a track record of using technology and innovation to achieve growth and leading successful large-scale digital transformation initiatives. Currently, Ms. Jain serves as the senior vice president of merchandising and innovation at Alaska Air Group, Inc. (“Alaska Air Group”) (NASDAQ: ALK), the holding company for a leading global and regional airline. In her role, Ms. Jain is responsible for driving strategy and execution for both employee and consumer-facing innovation along with taking Alaska Air Group to the next level with merchandising products and services and managing ever evolving airline distribution channels. She also serves as the management lead to the Innovation Committee of the Board of Directors at Alaska Air Group. Ms. Jain joined Alaska Air Group in 2017 as vice president and chief information officer, where she led the technology integration of Virgin America, data center and cloud migration, and mobile tool expansion across the company. Prior to Alaska Air Group, Ms. Jain served in various technology and other leadership roles at companies including IBM, Pacific Gas & Electric, United Airlines and PwC. Ms. Jain holds a Bachelor’s Degree in Economics from Lucknow University, India, and an MBA in International Management at Lake Forest Graduate School of Management, Illinois. With a passion for developing STEM talent, Ms. Jain serves on the University of Washington Foster School of Business Technology Advisory Board and the YearUp Puget Sound Board of Directors. Ms. Jain is a recipient of the Orbie leadership award, which recognizes technology executives for their leadership, innovation, and excellence. We believe Ms. Jain’s significant recent experience in digital transformation, technology initiatives and strategy for a consumer-facing industry, and her senior executive leadership experience provide our Board with a valuable perspective as our Company pursues its strategic objectives.

  12. Nominees for Director at the 2025 Annual Meeting

    | | Fahmi Karam | | | Executive Vice President — Chief Financial Officer Age: 46 Director Since: N/A Committees Served: N/A |

  13. Nominees for Director at the 2025 Annual Meeting

    As previously disclosed, Mr. Karam will be appointed as a director and the Chief Executive Officer of the Company, effective June 1, 2025. Mr. Karam first joined the Company as Executive Vice President — Chief Financial Officer on October 31, 2022. Mr. Karam has nearly 25 years of experience in strategy, operations and finance. Prior to being appointed as Chief Financial Officer of the Company, Mr. Karam held the role of Chief Financial Officer of Santander Consumer USA. Mr. Karam previously served as Santander’s Head of Pricing and Analytics from May 2018 to September 2019 and as Executive Vice President, Strategy and Corporate Development from September 2015 to May 2018. Prior to his roles at Santander, Mr. Karam spent 12 years at JP Morgan Investment Bank and two years at Deloitte Audit Assurance Services. Mr. Karam received his Bachelor’s degree and Master of Accounting from Baylor University, and he is a Certified Public Accountant. As our current CFO and incoming CEO, Mr. Karam’s executive leadership of the Company provides him with intimate knowledge of our operations, strategies, competitive environment, financial performance and capital allocation that are a vital component of our Board discussions. In addition, Mr. Karam brings 25 years of experience in strategy, operations and finance, including his current role as Executive Vice President and Chief Financial Officer of the Company, to the Board. We believe Mr. Karam’s service as our Chief Executive Officer will create a critical link between management and our Board, enabling our Board to perform its oversight function with the benefit of management’s perspectives on our business.

  14. Nominees for Director at the 2025 Annual Meeting

    | | Molly Langenstein | | | Independent Director Age: 61 Director Since: 2024 Committees Served: Compensation; Cybersecurity, Technology and Innovation; Nominating and Corporate Governance |

  15. Nominees for Director at the 2025 Annual Meeting

    Ms. Langenstein was appointed to the Board in 2024. Ms. Langenstein is a 30-year retail industry veteran with a proven track record of building multiple successful brands. Her experience and leadership include navigating the evolving digital landscape for consumers and delivering omni-channel experiences. Most recently, Ms. Langenstein served as the Chief Executive Officer and President and a member of the board of directors of Chico’s FAS (“Chico’s”), one of the leading fashion retailers in North America, until Chico’s was acquired by Sycamore Partners in January 2024. Ms. Langenstein joined Chico’s in August 2019 as the company’s President, Apparel Group. She transitioned to the role of CEO and President on June 24, 2020. Before joining Chico’s, she spent nearly three decades at Macy’s, Inc., where she was promoted to numerous executive positions with increasing scope and responsibility, including General Business Manager, Ready-to-Wear at Macy’s from 2017 to 2019. Prior to that, she served as Chief Private Brands Officer of Macy’s and Bloomingdale’s from 2015 to 2017. Ms. Langenstein served as Executive Vice President of Private Brands for Men’s and Children’s Wear at Macy’s Private Brands from 2013 to 2014. In 2012, she was named Executive Vice President, Group Merchandise Manager of Millennial at Macy’s. Ms. Langenstein received her Bachelor of Science degree in fashion merchandising from Kent State University. Ms. Langenstein served on the Kent State University Advisory Board from 2017 to 2023. In November 2024, Ms. Langenstein joined the Board of Directors of Caleres, Inc., a publicly traded global footwear company. We believe Ms. Langenstein’s significant recent experience in the retail industry, including omni-channel and digital consumer offerings, and her senior executive leadership experience provide our Board with a valuable perspective as our Company pursues its strategic objectives.

  16. Nominees for Director at the 2025 Annual Meeting

    | | Harold Lewis | | | Independent Director Age: 64 Director Since: 2019 Committees Served: Audit & Risk; Compensation |

  17. Nominees for Director at the 2025 Annual Meeting

    Mr. Lewis brings over 30 years of experience in financial services and mortgage lending. Mr. Lewis currently serves as the President and Chief Operating Officer of BSI Financial Services, a financial services company in the mortgage industry. From August 2018 until June 2019, he served as the CEO of Renovate America, Inc., a national home improvement fintech company focused on energy efficient home improvement lending. From 2016 to 2018, Mr. Lewis was a senior advisor for McKinsey & Company, a worldwide management consulting firm. From 2012 to 2015, he served as President and COO of Nationstar Mortgage, one of the largest mortgage servicers in the country. In that position, he grew Nationstar’s servicing platform from $30 billion to $400 billion and mortgage origination portfolio from $1.8 billion to $25 billion while also building and managing Nationstar’s relationship with the newly created industry regulator, the Consumer Financial Protection Bureau. Prior to Nationstar Mortgage, he held C-Suite and senior executive positions at Citi Mortgage, Fannie Mae, Resource Bancshares Mortgage Group and Nations Credit, among others. We believe that Mr. Lewis’ significant financial technology knowledge, broad experience with a similar customer demographic as our company and consumer finance regulatory experience provides our Board with an important resource across our businesses.

  18. Nominees for Director at the 2025 Annual Meeting

    | | Glenn Marino | | | Independent Director Age: 68 Director Since: 2020 Committees Served: Compensation (chair); Cybersecurity, Technology and Innovation; Nominating and Corporate Governance |

  19. Nominees for Director at the 2025 Annual Meeting

    Mr. Marino was appointed to the Board in February 2020. Mr. Marino brings 40 years of experience in the consumer retail finance industry, most recently serving as Executive Vice President, CEO — Payment Solutions and Chief Commercial Officer of Synchrony Financial, Inc., a leading financial services company, from 2014 until 2018. Prior to the spin-off in 2014 of Synchrony by General Electric Corporation, Mr. Marino was an executive with the North American retail finance business of General Electric, serving as CEO — Payment Solutions and Chief Commercial Officer from 2012 to 2013, and CEO — Sales Finance from 2001 to 2011. From 1999 to 2001, Mr. Marino served as CEO of Monogram Credit Services, a joint venture between GE and BankOne (now JPMorgan Chase & Co.). Prior to that, Mr. Marino held various roles of increasing responsibility in finance, business development, credit risk, and marketing with General Electric and Citibank. Mr. Marino has served as a director of PRA Group, Inc. since March 2024. We believe Mr. Marino’s extensive knowledge in retail finance, business development, and banking and his consumer finance regulatory experience provide a valuable perspective to our Board as we continue to pursue our strategic growth objectives.

  20. Nominees for Director at the 2025 Annual Meeting

    | | Carol McFate | | | Independent Director Age: 72 Director Since: 2019 Committees Served: Audit & Risk; Nominating and Corporate Governance (chair) |

  21. Nominees for Director at the 2025 Annual Meeting

    Ms. McFate served from 2006 until 2017 as the Chief Investment Officer of Xerox Corporation, a multinational provider of multifunction document management systems and services, managing retirement assets for North American and United Kingdom plans. Previously, Ms. McFate served in various finance and treasury roles for a number of prominent insurance and financial services companies, including XL Global Services, Inc., a U.S.-based subsidiary of XL Capital Ltd., a leading Bermuda-based global insurance and reinsurance company, American International Group, Inc., an American multinational property & casualty insurance, life insurance, and financial services provider, and Prudential Insurance Company of America, an American Fortune Global 500 and Fortune 500 company whose subsidiaries provide life insurance, investment management and other financial products and services to both retail and institutional customers through the U.S. and in over 30 other countries. Ms. McFate is a Chartered Financial Analyst. Ms. McFate previously served as a director, member of the Audit Committee and Human Resources Committee and as the chair of the Investment Committee of Argo Group International Holdings, Ltd from 2020 to 2023. Argo was sold to Brookfield Reinsurance, a subsidiary of Brookfield Asset management in November 2023. Ms. McFate brings over 40 years of global corporate finance experience and a varied viewpoint to the Board which we believe supports us in our strategic initiatives and enhances our long-term vision, sustainable growth and shareholder value.

  22. Director Compensation

    Director Compensation

  23. Director Compensation for 2024

    Director Compensation for 2024 The following table sets forth certain information regarding the compensation of our current and former non-employee directors during 2024.

  24. Director Compensation for 2024

    | Name | Fees Earned or Paid in Cash(1) | DSUs(2) | Other Compensation(3) | Total | | Jeffrey Brown | $— | $612,319 | $87,706 | $700,025 | | Christopher Hetrick(4) | $— | $209,348 | $12,834 | $222,182 | | Charu Jain | $— | $51,790 | $— | $51,790 | | Molly Langenstein | $— | $215,952 | $3,208 | $219,160 | | Harold Lewis | $108,625 | $145,000 | $31,856 | $285,481 | | Glenn Marino | $25,627 | $315,480 | $15,467 | $356,574 | | Carol McFate | $104,063 | $175,516 | $37,361 | $316,940 | | Jen You(5) | $22,000 | $202,267 | $4,348 | $228,615 |

  25. Director Compensation for 2024

    (1) Includes annual retainers paid in cash to each non-employee director with respect to services rendered in 2024. For directors who elected to defer cash fees into DSUs, those deferred amounts are included in the DSUs column to the extent such DSUs were awarded in 2024. (2) Reflects the grant date fair value calculated pursuant to Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 of DSUs granted to each director in fiscal 2024, as follows: • Each director was granted 4,268 DSUs in January 2024, representing the $145,000 annual grant for service in fiscal year 2024, with the exceptions of Mses. Jain and Langenstein, who both received a prorated annual grant when they joined the Board. • During fiscal year 2024, Messrs. Brown, Hetrick, Lewis and Marino and Mses. Jain, Langenstein, McFate and You were granted 14,458, 1,323, 0, 5,325, 219, 2,277, 942 and 1,179 DSUs, respectively, in lieu of quarterly cash retainers and dividends payable in respect of the fourth quarter of 2023 through and including the third quarter of 2024. Such amounts (and the table above) exclude DSUs that were awarded to such persons in January 2025 in lieu of quarterly cash retainers payable in respect of the fourth quarter of 2024 and exclude DSUs that were awarded to such persons in January 2025 in lieu of dividend equivalents on their December 18, 2024 record date DSUs. (3) Represents dividend equivalents paid in cash in respect of vested DSUs. (4) Mr. Hetrick’s service as a director ended upon his resignation on February 29, 2024, which was not due to any disagreement with the Company on any matters relating to the Company’s operations, practices or policies. (5) Ms. You’s service as a director ended at the 2024 Annual Meeting as a result of her decision not to seek re-election, which was not due to any disagreement with the Company on any matter relating to the Company’s operations, practices or policies.

  26. Director Compensation for 2025

    Director Compensation for 2025 At its December 2024 meeting, the Compensation Committee conducted its annual review of the non-employee director compensation program. Typically, the non-employee director compensation program is reevaluated every other year through a comprehensive market review by the Compensation Committee’s independent consulting firm, Korn Ferry, to assist with the Compensation Committee’s review and recommendation to the Board of any changes to the program. The program was last reevaluated in December 2023 in connection with determining the 2024 compensation. Accordingly, in its December 2024 meeting, the Compensation Committee recommended, and the Board approved, retaining the same compensation program elements and amounts for 2025 as in 2024.

  27. Director Nominees

    Director Nominees Under our bylaws, only persons who are nominated in accordance with the procedures set forth in our bylaws are eligible for election as, and to serve as, members of our Board. Under our bylaws, nominations of persons for election to our Board may be made at a meeting of our stockholders (1) by or at the direction of our Board or (2) by any stockholder, provided they comply with the provisions of Article I, Sections 3 and 4 of our bylaws. The Board has delegated the screening and recruitment process for Board members to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee selects individuals it believes are qualified to be members of the Board and recommends those individuals to the Board for nomination for election or re-election as directors. In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources. From time to time, pursuant to its committee charter, the Nominating and Corporate Governance Committee may also engage a consultant to conduct a search to identify qualified candidates. The Nominating and Corporate Governance Committee then undertakes the evaluation process described below for any candidates so identified. In 2024, the Nominating and Corporate Governance Committee engaged Spencer Stuart to assist the Board in finding additional candidates to consider joining the Board. As a result of that process, the Board appointed Mses. Langenstein and Jain as additional directors in April and September of 2024, respectively.

  28. Compensation Program Design and Governance Policies

    | What We Do | | | • Transparent Compensation Program: Maintain a transparent executive compensation program that is understandable both to our stockholders and employees and is not overly complex or subject to constantly changing features • Compensation Aligned with Performance: A substantial percentage of both cash and equity compensation is at-risk and variable based on company performance • Multi-Year Equity Vesting: Three-year full vesting for all executive equity awards (restricted stock units vest pro rata annually over three years; performance stock units cliff vest after three years based on relative TSR performance) • Annual SOP Vote: Annual say-on-pay stockholder vote regarding our executive compensation program to receive regular feedback from our investors • Annual Program Risk Assessment: Our Compensation Committee performs an annual risk assessment of our compensation program • Investor Outreach: Outreach program to our large institutional investors regarding executive compensation and governance-related topics | • Independent Compensation Consultant: Engagement by the Compensation Committee of an independent compensation consultant to conduct a formal evaluation of, and advise the Compensation Committee with respect to, the compensation arrangements for our Chief Executive Officer, as well as provide guidance with respect to the compensation of our senior executives • Rigorous Target Setting: Rigorous performance targets for our annual cash incentive and long-term incentive compensation programs • Total Reward Statement Review: Regular review by the Compensation Committee of total reward statements for the Chief Executive Officer and other executives to evaluate cash and equity compensation award payouts over several years • Ownership Guidelines: Equity ownership guidelines for our directors, Chief Executive Officer, executive vice presidents, senior vice presidents and vice presidents • Clawback Policy: Incentive compensation is subject to clawback, as described further in this proxy statement |

  29. Compensation Program Design and Governance Policies

    | What We Do Not Do | | | • No Hedging or Pledging Stock: Insider Trading Policy that prohibits derivative transactions involving our common stock and pledging stock | • No Gross-ups: Employee benefits are provided without tax gross-ups (other than certain relocation-related expenses) | | • No Excessive Perquisites: We provide only limited perquisites, as described in this CD&A | • No Repricing Options: We do not reprice stock options without stockholder approval (and as of 2021, we no longer grant stock options) | | • No Dividends Paid on Unvested Equity: No prospective payment of dividends on unvested equity awards | |

  30. 2024 Executive Compensation Highlights

    2024 Executive Compensation Highlights Highlights of our 2024 executive compensation program are discussed below: Continued High Percentage of At-Risk, Variable Performance-Based Compensation: Target total direct compensation (base salary, target annual incentive compensation and target long-term incentive compensation) for our Chief Executive Officer was 85% at-risk (performance-based) for the year ended December 31, 2024. This represents the Chief Executive Officer’s target annual incentive compensation and target long-term incentive compensation as a percentage of his total target direct compensation. Maintained Rigorous Annual Incentive Award Targets: In establishing the 2024 annual cash incentive plan targets for each metric, the Compensation Committee considered sensitivities to the key business drivers of Adjusted EBITDA, Rent-A-Center segment revenue, and Acima segment revenue to establish rigorous threshold, target and maximum performance levels. • Annual Financial Performance Resulted in 100% Bonus Plan Payouts: As a result of our Company’s annual financial performance in 2024, for our 2024 bonus plan metrics, the Compensation Committee approved a 100% payout to our executives. • Increased Weighting of Performance Stock Units in Long-Term Incentive Program to 75% from 70%: In 2024, the Compensation Committee increased the performance stock unit weighting to 75% (from 70%), and reduced the weighting of time-vested restricted stock units to 25% (from 30%), thereby continuing to include substantial weighting to the Company’s relative TSR performance under the long-term incentive program. • Three-Year Stock Price Performance Resulted in 75% Vesting of 2022 Performance-Based Stock Units: Our relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the three-year period ended December 31, 2024, ranked us 29 out of 52 companies in the S&P 1500 Specialty Retail Index, which resulted in the vesting of 75% of the performance-based stock units that were granted in 2022. • Strong Stockholder Say-on-Pay Approval: In June 2024, we held a stockholder advisory vote on the compensation of our named executive officers, referred to as a say-on-pay vote. Our stockholders approved the compensation of our named executive officers, with approximately 98% of the shares of common stock present and entitled to vote thereon cast in favor of our proposal, which our Compensation Committee believed conveyed a general endorsement of our executive compensation program and related compensation actions.

  31. Executive Compensation Program Annual Review

    Executive Compensation Program Annual Review In February 2025, the Compensation Committee completed its annual review of the executive compensation program to ensure the program remains aligned with the Company’s executive compensation philosophy and strategic objectives. In general, the Compensation Committee determined it was appropriate to retain the same overall structure in 2025 as in 2024 taking into account feedback from the Compensation Committee’s independent compensation consultant, comparisons to peer group compensation programs, the strong say-on-pay approval from stockholders, feedback from the Company’s investor outreach effort and other factors. As part of its 2024 review of the long-term incentive program, the Compensation Committee assessed the historical methodology used to convert target award values in dollars into the number of performance stock units granted, which previously used both our stock price and a discount factor to reflect the risk associated with achieving the performance condition to vesting, and considered market practice for converting target award values in dollars into the number of performance-based equity awards granted. Beginning with the long-term incentive awards granted in 2024, the Compensation Committee determined to convert target award values in dollars into the number of performance stock units granted using only our stock price, similar to the conversion methodology for restricted stock units. In connection with the change in conversion methodology beginning in 2024, the Compensation Committee determined to increase the proportion of performance stock units in the long-term incentive award mix to 75% (from 70%), with the balance granted in the form of restricted stock units, and to increase the target equity award values for our executive officers to preserve the number of the performance stock units that would have been granted to our executive officers under the previous conversion methodology.

  32. Severance Arrangements

    Severance Arrangements We have an employment agreement and a letter agreement with Mr. Fadel and executive transition agreements with our other named executive officers to provide certain payments and benefits upon an involuntary termination of the named executive officer’s employment or the occurrence of certain other circumstances that may affect the named executive officer (and, in the case of Mr. Fadel, the employment agreement also provides for, among other items, annual compensation and certain employee benefits, as well as his entitlements upon an involuntary termination as described in the section “Arrangements with Mr. Fadel” below). In addition, as previously disclosed, in connection with Mr. Karam’s promotion to Chief Executive Officer, effective June 1, 2025, we entered into an employment agreement with Mr. Karam. The Compensation Committee believes that such severance arrangements assist us in recruiting and retaining top-level talent. In addition, formalizing our severance practices benefits us (1) by providing us with certainty in terms of our obligations to an eligible executive in the event that our relationship with him or her is severed and (2) by virtue of the non-competition and non-solicitation provisions in our loyalty agreements, which inure to our benefit in the event that an eligible executive severs employment with us. For a more detailed description of the severance arrangements which apply to our named executive officers, please see “Termination of Employment and Change-in-Control Arrangements” below.

  33. Compensation Process

    Compensation Process The Compensation Committee typically begins the process of determining the amount and mix of total compensation to be paid to our senior executives, including our named executive officers, in December of each year and finalizes the amounts the following February. This enables the Compensation Committee to examine and consider our performance during the previous year in establishing the current year’s compensation. During the Compensation Committee’s annual review of the executive compensation program, the Compensation Committee primarily considers market and Peer Group data (as described below), input provided by the Compensation Committee’s independent compensation consultant and by our Human Resources department, and input of the Chief Executive Officer other than with respect to his own compensation. The Compensation Committee also considers experience, responsibilities, competencies and individual performance. Historically, the Compensation Committee has retained annually a compensation consultant to conduct a formal evaluation of, and advise it with respect to, the compensation arrangements for our Chief Executive Officer, as well as provide guidance with respect to the compensation of our senior executives, including our other named executive officers. For the 2024 fiscal year, the Compensation Committee reviewed the executive compensation analysis conducted by Korn Ferry, which utilized the approved Peer Group (as defined below), pursuant to its engagement by the Compensation Committee to assist the committee with compensation decisions for the 2024 fiscal year. The Compensation Committee considered executive compensation practices of the following similarly situated public companies (the “Peer Group”) for the purpose of evaluating our 2024 compensation arrangements for our senior executives:

  34. Compensation Process

    | 2024 Peer Group | | | | | The Aaron’s Company, Inc. | Big Lots, Inc. | Bread Financial Holdings, Inc. | Brinker International, Inc. | | Conn’s, Inc. | FirstCash Holdings, Inc. | H&R Block, Inc. | La-Z Boy Incorporated | | OneMain Holdings, Inc. | PROG Holdings, Inc. | Sally Beauty Holdings, Inc. | The Western Union Company |

  35. Compensation Process

    The following criteria were considered in the selection of companies for this Peer Group: • U.S.-based public companies with a similar business focus as ours, including both consumer finance and retail (particularly home furnishings, appliances and other retail organizations); • Companies with annual revenue similar to us (generally 0.5 to 2.0 times our revenue, based on the most recent available financial information at the time of the analysis); and Competitors for executive talent. In late 2024, the Compensation Committee considered the above criteria in reviewing the Peer Group to be used for 2025 benchmarking purposes and determined to remove Big Lots, Inc. due to their recent bankruptcy filing and to add Enova International, Inc. and The ODP Corporation. As part of its annual review of the Peer Group, the Compensation Committee expects to make certain changes to the Peer Group for purposes of 2026 benchmarking, including removing The Aaron’s Company, Inc. due to its recent going private transaction and evaluating the removal of Conn’s, Inc. due to its recent bankruptcy filing. Certain members of the Compensation Committee have significant professional experience in the retail and consumer finance industry, as well as with respect to the executive compensation practices of large publicly traded companies. This experience provides a frame of reference within which to evaluate our executive compensation program relative to general economic conditions and our progress in achieving our short-term and long-term goals. As discussed above, the Compensation Committee has engaged Korn Ferry as its independent compensation consultant, and in such role, Korn Ferry provides ongoing advisory services to the Compensation Committee on various aspects of its overall compensation practices.

  36. Forms of Compensation

    Forms of Compensation The following forms of compensation are currently utilized by the Compensation Committee in compensating our named executive officers: • base salary, which is paid in cash; • annual incentive compensation, which is paid in cash; • long-term incentive compensation, which consists of restricted stock units and performance-based stock units; • severance arrangements; and • employee benefits, including limited perquisites, with no tax gross-ups (other than for certain relocation-related expenses).

  37. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation The Compensation Committee maintains an annual incentive compensation program for our named executive officers that provides for awards in the form of a cash incentive. These cash incentives provide our named executive officers with financial rewards based upon achievement of specified annual objectives, which the Compensation Committee believes will ultimately increase the value of our Company by aligning our executive compensation with the achievement of annual Company performance objectives, as well as help us retain our named executive officers by providing attractive compensation opportunities. Under our annual cash incentive program, target cash incentive opportunity is established at a pre-determined percentage of the named executive officer’s base salary, with such percentage amount set in accordance with the named executive officer’s position and responsibilities with us. The ultimate payouts pursuant to our annual cash incentive program for prior year performance are typically approved by the Compensation Committee in February at the same time that all compensation (including base salaries, target annual cash incentive compensation, and target long-term incentive compensation) for our named executive officers for the current year is reviewed and approved. This timing enables the Compensation Committee to evaluate the named executive officer’s performance during the prior year, as well as determine performance targets for the new fiscal year in light of the previous year’s performance. Payouts under the plan may range from 0% to 200% of target annual cash incentive compensation. The annual cash incentive program for 2024 included three financial performance metrics focused on annual top line performance and profitability: • Adjusted EBITDA — The Compensation Committee included an Adjusted EBITDA target in the annual cash incentive program because it believes Adjusted EBITDA generally represents an accurate indicator of our core financial performance and profitability over a one-year period of time, while excluding the impact of items such as interest, depreciation and stock-based compensation expense, which can vary significantly and other adjustments that are not considered to reflect the performance of our core business operations. • Rent-A-Center Segment Revenue — The Compensation Committee included a Rent-A-Center segment revenue target in 2024, which reflects its belief that a portion of the cash bonus opportunity should be based on our top line performance for each primary business segment. • Acima Segment Revenue — For our Acima segment, the Compensation Committee determined that revenue performance was an appropriate metric for top line performance of this business segment. The financial performance targets for the 2024 annual cash incentive program were established in February 2024 following a review of our financial projections developed pursuant to our strategic plan and objectives for 2024. In setting the performance targets under the 2024 annual cash incentive program, the Compensation Committee considered the level of actual achievement of the targets for the 2023 annual cash incentive program, the level of the Company’s anticipated investment in its strategic initiatives for 2024, sensitivities for the key business drivers that may impact achievement of the targets and the Compensation Committee’s goal to ensure a rigorous target-setting process. Based upon that review, the Compensation Committee established the following threshold, target and maximum payout achievement levels for each metric in the 2024 annual cash incentive program:

  38. Annual Cash Incentive Compensation

    | Metric | Performance Levels | | Adjusted EBITDA(1) | Threshold — Less than $425 million Target — $500 million Maximum — Greater than or equal to $575 million | | Rent-A-Center Segment Revenue | Threshold — Less than $1.821 million Target — $1.897 million Maximum — Greater than or equal to $1.973 million | | Acima Segment Revenue | Threshold — Less than $2.035 million Target — $2.165 million Maximum — Greater than or equal to $2.295 million |

  39. Annual Cash Incentive Compensation

    (1) Non-GAAP financial measure. See Annex A for additional information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measure. The target cash incentives in 2024 for each of the named executive officers are set forth below:

  40. Annual Cash Incentive Compensation

    | Officer | 2024 Target Cash Incentives as a Percentage of Base Salary | | Fadel | 150% | | Karam | 60% | | Blasquez | 60% | | Montrone | 60% | | Gautam | 90% |

  41. Annual Cash Incentive Compensation

    In February 2025, the Compensation Committee determined the level of achievement against the targets for purposes of the named executive officers’ 2024 bonus plan. In 2024, the Company’s operating profit was $292 million.

  42. Annual Cash Incentive Compensation

    | Metric | Weighting (% of total bonus opportunity) | 2024 Performance | Percent of 2024 Target Achieved | Payout for 2024 (% of Target) | | Adjusted EBITDA(1) | 50% | $489 million | 85% | 97.7% | | Rent-A-Center Segment Revenue | 25% | $1,863 million | 56% | 98.2% | | Acima Segment Revenue | 25% | $2,261 million | 174% | 104.5% |

  43. Annual Cash Incentive Compensation

    (1) Non-GAAP financial measure. See Annex A for additional information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measure. In reviewing our actual 2024 performance relative to the performance targets, the Compensation Committee determined that it would be appropriate, consistent with past practices, to adjust Adjusted EBITDA to exclude the impact of the annual cash incentive bonus. No other adjustments were made to Adjusted EBITDA. As a result, our named executive officers in the 2024 annual cash incentive program received a 100% bonus plan payout with respect to the 2024 performance year. Refer to the column “Non-Equity Incentive Plan Compensation” in the table appearing in the section “Compensation Tables — Summary Compensation Table” below in this proxy statement, for additional information.

  44. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our equity incentive plans are administered by the Compensation Committee and are designed to enable the Compensation Committee to provide incentive compensation to our employees in the form of stock unit awards, performance-based equity awards, restricted stock and other equity awards. The Compensation Committee believes that awarding our named executive officers non-cash, long-term equity incentive compensation, primarily in the form of long-term incentive awards which may increase or decrease in value depending on the satisfaction by us of pre-determined performance measures and/or an increase or decrease in the value of our common stock, more effectively aligns their interests with those of our stockholders. The Compensation Committee also believes that such awards will provide our named executive officers with an incentive to remain in their positions with us, because the determination as to whether a particular measure for our performance and/or an increase in the value of our common stock has been satisfied is typically made over an extended period of time. • Performance Stock Units — The performance stock units granted by our Compensation Committee cliff vest after three years based on relative TSR performance and are weighted as 75% of the LTIP awards granted. Awards of performance-based stock units provide an incentive for our named executive officers to focus on increasing shareholder value over a multi-year period and outperform other companies in the S&P 1500 Retail Index. • Restricted Stock Units — The restricted stock units granted by our Compensation Committee vest ratably over three years and are weighted as 25% of the LTIP awards granted. Awards of time-based restricted stock units focus on alignment with our stock price while also providing an additional incentive for our named executive officers to remain in their positions with us. The target equity award values in 2024 for each of the named executive officers are set forth below:

  45. Long-Term Incentive Compensation

    | Officer | 2024 Target Equity Award Values as a Percentage of Base Salary(1) | | Fadel | 550% | | Karam | 120% | | Blasquez | 170% | | Montrone | 170% | | Gautam | 110% |

  46. Long-Term Incentive Compensation

    Represents the target annual award values of the performance share units and restricted stock units granted to each executive, reflected as a percentage of each executive’s annual base salary. The target equity award values for 2024 were adjusted in connection with the change in conversion methodology beginning in 2024 to preserve the number of performance stock units granted, as described under “Executive Compensation Program Annual Review”. These award values were converted from dollar values into: (i) a number of performance share units based on the closing price of one share of our common stock on the trading day immediately preceding the grant date, and (ii) a number of restricted stock units based on the closing price of one share of our common stock on the trading day immediately preceding the grant date. The number of performance share units and restricted stock units resulting from the conversion of the award value to the number of units awarded is rounded to the nearest whole unit, and the award values may differ from the accounting grant date fair value under ASC 718. The long-term incentive compensation awards for 2024 were comprised of two vehicles, with greater emphasis on the portion of the long-term incentive award which is contingent on relative stock price performance:

  47. 2024 LTIP Award Types

    2024 LTIP Award Types

  48. 2024 LTIP Award Types

    | Award Type | Weighting | | Performance Stock Units | 75% | | Restricted Stock Units | 25% |

  49. 2024 LTIP Award Types

    The Compensation Committee has adopted a relative TSR metric over a three-year measurement period as the vesting condition for grants of performance stock units under our long-term incentive compensation program. The Compensation Committee made this decision to tie the performance of our common stock to executive compensation and because the Compensation Committee believes that a relative measure is a more appropriate basis for measuring long-term performance than an absolute measure. The Compensation Committee also took into consideration the fact that our annual cash incentive program includes an annual Adjusted EBITDA metric. The Compensation Committee selected a three-year period over which to measure relative TSR based upon the time period utilized with respect to awards made by similarly situated public companies in the retail and consumer finance industry, as well as upon its belief that a three-year measurement period was appropriate to place an emphasis on our relative TSR over an extended period of time, as opposed to the single year measure which is utilized in our annual cash incentive program. The Compensation Committee selected the S&P 1500 Specialty Retail Index as the comparison group for measuring our relative TSR over the applicable measurement period because it includes many of the Company’s peers, represents the overall retail environment, and, in the determination of the Compensation Committee, is comprised of the companies similar, in terms of operations and scope of operations, to the Company. The Compensation Committee adopted the following payout ranges applicable to the 2024 awards of performance-based restricted stock units:

  50. 2024 LTIP Award Types

    | Performance Stock Unit Payout Chart | | | | UPBD’s TSR Percentile Rank in the S&P 1500 Specialty Retail Index | | Payout | | >= | < | | | 90% | 100% | 200% | | 80% | 90% | 175% | | 70% | 80% | 150% | | 60% | 70% | 125% | | 50% | 60% | 100% | | 40% | 50% | 75% | | 30% | 40% | 50% | | 25% | 30% | 25% | | 0% | 25% | 0% |

  51. 2024 LTIP Award Types

    See the columns “Stock Awards” and “Option Awards” in the table appearing in the section “Compensation Tables — Summary Compensation Table” and the column “Estimated Future Payouts Under Equity Incentive Plan Awards” in the table appearing in the section “Compensation Tables — Grants of Plan-Based Awards” below in this proxy statement for threshold, target, and maximum amounts payable to our named executive officers under the 2024 grants of performance-based awards. Payout of 2022 PSUs. In February 2025, the Compensation Committee determined the level of achievement of the TSR condition with respect to the performance-based awards made in 2022, with a three-year measurement period. The Compensation Committee reviewed the Company’s relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the period January 1, 2022 through December 31, 2024, and determined that our relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the three-year period ended December 31, 2024, ranked us 29 out of 52 companies in the S&P 1500 Specialty Retail Index, or the 45th percentile, which resulted in the vesting of 75% of the performance-based restricted stock units that were granted in 2022 to each of our named executive officers who were executive officers of the Company in 2022.

  52. Termination of Employment and Change-in-Control Arrangements

    Termination of Employment and Change-in-Control Arrangements

  53. April 2024 Letter Agreement with Mr. Fadel

    April 2024 Letter Agreement with Mr. Fadel To support Mr. Fadel’s retention and recognize his more than 30 years of service with the Company, we entered into a letter agreement with Mr. Fadel in April 2024, which specified the treatment of certain of his equity-based awards in the event of his termination of employment with the Company on or after March 31, 2025. The letter agreement provides that Mr. Fadel’s equity-based awards granted on or before March 31, 2025 with respect to which he has remained employed with the Company through the first anniversary of the applicable grant date will continue to vest as set forth in the applicable award agreement following any termination of his employment (other than for cause) after March 31, 2025, unless the applicable award agreement provides full accelerated vesting for his termination event. Under this treatment, performance stock units will remain subject to performance objectives and stock options will remain exercisable through their remaining term, each as set forth in the applicable award agreement. This treatment also applies to a termination of employment by the Company without cause, subject to the conditions in Mr. Fadel’s employment agreement, including the execution and delivery by Mr. Fadel of a general release in favor of us. The affected equity-based awards will otherwise remain subject to the terms and conditions of the plan and award agreement pursuant to which such award was granted. This treatment will not apply to any equity-based awards granted to Mr. Fadel after March 31, 2025.

  54. Mr. Fadel’s Employment Agreement

    Mr. Fadel’s Employment Agreement Mr. Fadel’s employment agreement is described below, although, as previously disclosed, Mr. Fadel will not receive any cash severance benefits in connection with his retirement on June 1, 2025. Disability or Death. Pursuant to Mr. Fadel’s employment agreement, if we terminate Mr. Fadel’s employment due to his disability or death, Mr. Fadel will be entitled to receive unpaid but earned base salary through the date of termination, a pro rata bonus calculated based upon Mr. Fadel’s bonus amount from the previous year, and continued health insurance coverage for Mr. Fadel and Mr. Fadel’s spouse and covered dependents for up to 24 months. For Cause. If we terminate Mr. Fadel’s employment for “cause,” or if Mr. Fadel terminates his employment with us for any reason other than death, disability or “good reason,” Mr. Fadel will be entitled to receive his unpaid but earned base salary through the date of termination (reduced by amounts, if any, owed by Mr. Fadel to us or our affiliates). Without Cause/For Good Reason. If Mr. Fadel’s employment is terminated by us without “cause” (as defined in the employment agreement) or by Mr. Fadel for “good reason,” Mr. Fadel will be entitled to receive unpaid but earned base salary through the date of termination, a pro rata bonus calculated based upon Mr. Fadel’s bonus amount from the previous year, 2.0x the sum of Mr. Fadel’s (x) highest annual rate of salary during the previous 24 months and (y) his target cash bonus amount for the calendar year in which the termination occurs, payable in equal monthly installments over a period of 24 months; and, continued health insurance coverage for Mr. Fadel and Mr. Fadel’s spouse and covered dependents for up to 24 months. Change in Control. If we terminate Mr. Fadel’s employment without “cause” or if Mr. Fadel terminates his employment for “good reason,” within the period beginning six months prior to a change in control or, if such change in control results in a person beneficially owning 40% or more of the voting power of the Company or is pursuant to a consolidation, merger or reorganization (subject to certain exceptions), beginning on the date of the definitive agreement pursuant to which the change in control is consummated and ending on the first anniversary of the date of the change in control, then Mr. Fadel will be entitled to receive in a lump sum the same aggregate severance payments and benefits as described above for a termination not in connection with a change in control. Certain Other Provisions. The Compensation Committee or the Board may condition the payment of severance or benefits on the execution and delivery by Mr. Fadel of a general release in favor of us, our affiliates and our officers, directors, and employees, provided that no such release will be required for the payment to Mr. Fadel of accrued compensation. If payments would subject Mr. Fadel to excise tax under Section 4999 of the Internal Revenue Code (the “Code”), or the Company would be denied a deduction under Section 280G of the Code, then the amounts otherwise payable to Mr. Fadel will be reduced by the minimum amount necessary to ensure Mr. Fadel will not be subject to such excise tax and the Company will not be denied any such deduction. Mr. Fadel is also subject to a Loyalty and Confidentiality Agreement which provides non-competition and non-solicitation provisions for the benefit of the Company that remain in effect during the period of employment and an additional period of two years thereafter.

  55. Termination Not in Conjunction with a Change in Control

    Termination Not in Conjunction with a Change in Control

  56. Without Cause

    Without Cause If the named executive officer’s employment is terminated without “cause” the named executive officer will be entitled to receive: • unpaid but earned base salary through the date of such termination; • unless such termination occurs prior to April 1, a pro rata bonus calculated based upon the annual bonus the named executive officer would have earned for the calendar year of termination, as determined in the Company’s sole discretion and paid in a lump sum in cash in the normal course upon the Company’s completion of annual bonus calculations (such amount, the “Pro Rata Bonus”); • 1.5x the named executive officer’s highest annual rate of salary during the 24 months preceding such termination (and, for Mr. Blasquez, 1.5x his average annual bonus for the two preceding calendar years), payable in equal monthly or more frequent installments by no later than the second December 31 following the calendar year of such termination; and • continued health insurance coverage for the named executive officer and the named executive officer’s spouse and covered dependents for up to 18 months.

  57. Certain Other Provisions

    Certain Other Provisions The Compensation Committee or the Board may condition the payment of severance or benefits on the execution and delivery by the named executive officer of a general release in favor of us, our affiliates and our officers, directors, and employees, provided that no such release will be required for the payment to the named executive officer of accrued compensation. If payments would subject the named executive officer to excise tax under Section 4999 of the Code, or the Company would be denied a deduction under Section 280G of the Code, then the amounts otherwise payable to the named executive officer will be reduced by the minimum amount necessary to ensure the named executive officer will not be subject to such excise tax and the Company will not be denied any such deduction. Loyalty and Confidentiality Agreements executed in connection with our executive transition agreements provide noncompetition and non-solicitation provisions for the benefit of the Company that remain in effect during the period of employment and an additional period of one-and-a-half to two years thereafter.

  58. Termination in Conjunction with a Change in Control

    Termination in Conjunction with a Change in Control If the named executive officer’s employment is terminated within the period beginning six months prior to a change in control and ending 24 months following a change in control of us without “cause” or by the named executive officer for “good reason,” the named executive officer will be entitled to receive the severance payments and benefits as described below: • unpaid but earned base salary through the date of termination; • the Pro Rata Bonus applicable to such named executive officer; • 2.0x the named executive officer’s highest annual rate of salary during the 24 months preceding such termination (and, for Mr. Blasquez, his average annual bonus for the two preceding calendar years), payable in a lump sum in cash within 10 business days following the later of such termination or the change in control; and • continued health insurance coverage for the named executive officer and the named executive officer’s spouse and covered dependents for an extended period of up to 24 months. If the named executive officer’s employment is terminated in connection with a change in control due to disability or death, or for “cause” or without “good reason,” the named executive officer will be entitled to receive the same severance payments and benefits as described above (not in connection with a change in control) with respect to a termination due to disability or death or for “cause,” respectively. If payments would subject the named executive officer to excise tax under Section 4999 of the Code, or the Company would be denied a deduction under Section 280G of the Code, then the amounts otherwise payable to the named executive officer will be reduced by the minimum amount necessary to ensure the named executive officer will not be subject to such excise tax and the Company will not be denied any such deduction. Under each of the executive transition agreements, a “change in control” would generally occur upon any of the following: • any person becomes the beneficial owner of 40% or more of the combined voting power of our then outstanding voting securities; • a consolidation, merger or reorganization of us, unless (i) our stockholders immediately prior to such transaction own at least a majority of the voting power of the outstanding voting securities of the resulting entity, (ii) the members of our Board immediately prior to the execution of the agreement providing for such a transaction constitute a majority of the board of directors of the surviving corporation or of its majority stockholder, and (iii) no person beneficially owns more than 40% of the combined voting power of the then outstanding voting securities of the surviving corporation other than a person who is (a) us or a subsidiary of us, (b) an employee benefit plan maintained by us, the surviving corporation or any subsidiary, or (c) the beneficial owner of 40% or more of the combined voting power of our outstanding voting securities immediately prior to such transaction; • individuals who constitute our entire Board (the “Incumbent Board”) cease to constitute a majority of our Board, provided that anyone who becomes a director and whose appointment or nomination for election was approved by at least two-thirds of our directors at the time shall be considered as though such individual were a member of the Incumbent Board; or • a complete liquidation or dissolution of us, or a sale or other disposition of all or substantially all of our assets (other than to an entity described in the second bullet point above). Loyalty and Confidentiality Agreements executed in connection with our executive transition agreements provide non-competition and non-solicitation provisions for the benefit of the Company that remain in effect during the period of employment and an additional period of one-and-a-half to two years thereafter.

  59. Arrangements with Respect to Long-Term Incentive Plans

    Arrangements with Respect to Long-Term Incentive Plans

  60. RSUs

    RSUs Pursuant to restricted stock unit award agreements under the 2021 Plan, if the award holder’s employment with us is terminated because of death or disability, then any unvested restricted stock units will vest on the date of such termination of employment. In addition, upon the termination of the award holder’s employment or other service with us for any reason other than disability or death or a change-in-control, any unvested restricted stock units will thereupon terminate and be canceled.

  61. PSUs

    PSUs Pursuant to performance stock unit award agreements under the 2021 Plan, if the award holder’s employment with us is terminated because of death or disability, then any unvested performance stock units will vest on a pro-rata basis at target (as determined by the Compensation Committee) on the date of such termination of employment. In addition, upon the termination of the award holder’s employment or other service with us for any reason other than disability or death or a change-in-control, any unvested performance stock units will thereupon terminate and be canceled.

  62. “Double Trigger” Change-in-Control Provisions

    “Double Trigger” Change-in-Control Provisions The 2021 Plan provides for double-trigger vesting of awards upon a qualifying termination in connection with a change in control. If an award holder’s employment or other service is terminated by the Company or any successor entity thereto without “cause” or by the award holder for “good reason” (as each such term is defined in the applicable award agreement or an award holder’s executive transition agreement or employment agreement, if applicable) upon or within two (2) years after a “change in control” (as defined in the 2021 Plan), (1) each award granted to such award holder prior to such change in control will become fully vested (including the lapsing of all restrictions and conditions) and, as applicable, exercisable as of the date of such termination of employment or other service, and (2) any shares deliverable pursuant to stock units will be delivered promptly (but no later than fifteen (15) days) following such termination. As of the change in control date, any outstanding performance-based awards will be deemed earned at the greater of the target level and the actual performance level through the change in control date for all open performance periods and will cease to be subject to any further performance conditions but will continue to be subject to time-based vesting following the change in control in accordance with the original vesting and/or performance period and subject to the provisions of clause (1) in the paragraph above. Under the 2021 Plan, a “change in control” means the occurrence of any of the following: (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 30% or more of the combined voting power of the then outstanding securities of the Company eligible to vote for the election of the members of the Board (the “Company Voting Securities”), unless (A) such person is the Company, (B) such person is an employee benefit plan (or a trust which is a part of such a plan) which provides benefits exclusively to, or on behalf of, employees or former employees of the Company, (C) such person is the award holder, an entity controlled by the award holder or a group which includes the award holder, or (D) such person acquired such securities in a Non-Qualifying Transaction (as defined in clause (iv) below); (ii) during any period of not more than twelve (12) months, individuals who constitute the Board as of the beginning of the period (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the beginning of such period, whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the Company’s proxy statement in which such person is named as a nominee for director, without written objection to such nomination) will be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or publicly threatened election contest with respect to directors or as a result of any other actual or publicly threatened solicitation of proxies by or on behalf of any person other than the Board will be deemed to be an Incumbent Director; (iii) any dissolution or liquidation of the Company or any sale or the disposition of all or substantially all of the assets or business of the Company; or (iv) the consummation of any reorganization, merger, consolidation or share exchange or similar form of corporate transaction involving the Company (a “Business Combination”), unless immediately following such Business Combination: (A) more than 50% of the total voting power of (x) the entity resulting from such Business Combination (the “Surviving Entity”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of at least 95% of the voting power, is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination; (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Entity or the parent), is or becomes the beneficial owner, directly or indirectly, of 30% or more of the total voting power of the outstanding voting securities eligible to elect directors of the parent (or, if there is no parent, the Surviving Entity); and (C) at least a majority of the members of the board of directors of the parent (or, if there is no parent, the Surviving Entity) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (A), (B) and (C) of this clause (iv) will be deemed to be a “Non-Qualifying Transaction”).

  63. Compensation-Related Risk

    Compensation-Related Risk The Compensation Committee believes that the design of our compensation programs, including our executive compensation program, does not encourage our executives or employees to take unnecessary and excessive risks and that the risks arising from these programs are not reasonably likely to have a material adverse effect on us. The Compensation Committee considered the following factors in making that determination: • The allocation among the components of direct annual compensation provides an appropriate balance between annual and long-term incentives and between fixed and performance-based compensation. • The performance measures and the multi-year vesting features of the long-term equity incentive compensation component encourage participants to seek sustainable growth and value creation. • Inclusion of share-based compensation through the long-term equity incentive compensation component encourages appropriate decision-making that is aligned with the long-term interests of our stockholders. • Our annual cash incentive program and the awards of restricted stock with performance-based vesting contain provisions with respect to our achievement of the applicable performance target such that each participant may receive either (1) an additional payout pursuant to such award in the event that we exceed the applicable performance target, or (2) none or only a portion of the target payout pursuant to such award in the event that we approach, yet fail to achieve, the target level of performance. • The various governance policies we have adopted to align the interests of our top management with those of our stockholders and to motivate sustainable growth, including equity ownership guidelines, hedging and pledging restrictions and our clawback policy, as described below. • We maintain a values-driven, ethics-based culture supported by a strong tone at the top.

  64. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation earned by our named executive officers in fiscal year 2024, as well as the compensation earned by such individuals in each of fiscal year 2023 and fiscal year 2022, if serving as a named executive officer during that time.

  65. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Mitchell Fadel Chief Executive Officer | 2024 | $1,100,000 | $— | $6,672,932 | $— | $1,650,000 | $85,981 | $9,508,913 | | | 2023 | $1,100,000 | $— | $6,502,656 | $— | $2,138,400 | $49,995 | $9,791,051 | | | 2022 | $1,100,000 | $— | $5,116,846 | $— | $— | $63,204 | $6,280,050 | | Fahmi Karam(4) Executive Vice President − Chief Financial Officer | 2024 | $1,030,769 | $— | $1,376,488 | $— | $624,000 | $36,131 | $3,067,388 | | | 2023 | $1,000,000 | $500,000 | $3,561,176 | $— | $864,008 | $41,947 | $5,967,131 | | | 2022 | $153,846 | $500,000 | $1,999,992 | $— | $— | $— | $2,653,838 | | Anthony Blasquez Executive Vice President − Rent-A-Center | 2024 | $469,231 | $— | $890,655 | $— | $285,000 | $32,778 | $1,677,664 | | | 2023 | $444,554 | $— | $897,446 | $— | $388,800 | $33,236 | $1,764,036 | | | 2022 | $422,931 | $— | $477,942 | $— | $— | $27,295 | $928,168 | | Tyler Montrone(5) Executive Vice President − Acima | 2024 | $469,231 | $500 | $890,655 | $— | $285,000 | $34,995 | $1,680,381 | | | 2023 | $440,385 | $— | $897,446 | $— | $388,800 | $35,504 | $1,762,135 | | Sudeep Gautam(5)(6) Former Executive Vice President − Chief Technology and Digital Officer | 2024 | $460,385 | $100,000 | $562,331 | $— | $417,150 | $32,457 | $1,572,322 | | | 2023 | $424,039 | $200,000 | $576,933 | $— | $583,200 | $24,514 | $1,808,686 |

  66. Summary Compensation Table

    (1) The amounts reflected in this column are the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for restricted stock unit and performance stock unit awards in 2024, 2023 and 2022 to the applicable named executive officer. Assumptions used in the calculation of these amounts are included in Note O to our audited financial statements for our fiscal year ended December 31, 2024, included in our 2024 Form 10-K and our Annual Reports on Form 10-K for prior years. For performance stock unit awards granted in February 2024, the maximum performance shares payable, and corresponding maximum aggregate value based on the grant date fair value of such awards, are (i) 268,492 shares and $10,320,832 for Mr. Fadel, (ii) 55,384 shares and $2,128,961 for Mr. Karam, (iii) 35,836 shares and $1,377,536 for Mr. Blasquez, (iv) 35,836 shares and $1,377,536 for Mr. Montrone and (v) 22,626 shares and $869,743 for Mr. Gautam. (2) Represents the cash awards which were payable under our annual cash incentive program with respect to services for the year indicated. None of our named executive officers in the 2022 annual cash incentive program received any bonus plan payout with respect to the 2022 performance year, as described in the section “Compensation Discussion and Analysis — Annual Cash Incentive Compensation” in the Company’s 2023 proxy statement. (3) For 2024, represents the compensation as described in the “All Other Compensation” table below. (4) Mr. Karam joined the Company and was named Executive Vice President — Chief Financial Officer effective as of October 31, 2022. Mr. Karam received a signing bonus pursuant to his offer letter of $1,000,000, 50% of which was paid in 2022 and the remaining 50% of which was paid in 2023. In determining the signing bonus, the Compensation Committee considered that Mr. Karam joined the Company late in 2022 and would not be eligible for a 2022 annual incentive bonus. (5) 2022 compensation is not shown for Messrs. Montrone and Gautam because they were not named executive officers for 2022. As previously disclosed, Mr. Gautam departed from the Company effective February 18, 2025.

  67. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below sets forth information about plan-based awards granted to the named executive officers during 2024 under the 2024 annual cash incentive program and the 2021 Plan.

  68. Grants of Plan-Based Awards

    | Name | Grant Date | Committee Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Closing Price on Grant Date | Grant Date Fair Value of Stock and Option Awards(4) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | | Mitchell Fadel | | | | | | | | | | | | | | | Short-Term Incentive | — | 02/09/2024 | $165,000 | $1,650,000 | $3,300,000 | — | — | — | — | — | — | — | — | | Restricted Stock Units | 02/26/2024 | 02/16/2024 | — | — | — | — | — | — | 44,749 | — | — | $33.80 | $1,512,516 | | Performance Stock Units | 02/26/2024 | 02/16/2024 | — | — | — | — | 134,246 | 268,492 | — | — | — | $33.80 | $5,160,416 | | Fahmi Karam | | | | | | | | | | | | | | | Short-Term Incentive | — | 02/09/2024 | $62,400 | $624,000 | $1,248,000 | — | — | — | — | — | — | — | — | | Restricted Stock Units | 02/26/2024 | 02/16/2024 | — | — | — | — | — | — | 9,231 | — | — | $33.80 | $312,008 | | Performance Stock Units | 02/26/2024 | 02/16/2024 | — | — | — | — | 27,692 | 55,384 | — | — | — | $33.80 | $1,064,480 | | Anthony Blasquez | | | | | | | | | | | | | | | Short-Term Incentive | — | 02/09/2024 | $28,500 | $285,000 | $570,000 | — | — | — | — | — | — | — | — | | Restricted Stock Units | 02/26/2024 | 02/16/2024 | — | — | — | — | — | — | 5,973 | — | — | $33.80 | $201,887 | | Performance Stock Units | 02/26/2024 | 02/16/2024 | — | — | — | — | 17,918 | 35,836 | — | — | — | $33.80 | $688,769 | | Tyler Montrone | | | | | | | | | | | | | | | Short-Term Incentive | — | 02/09/2024 | $28,500 | $285,000 | $570,000 | — | — | — | — | — | — | — | — | | Restricted Stock Units | 02/26/2024 | 02/16/2024 | — | — | — | — | — | — | 5,973 | — | — | $33.80 | $201,887 | | Performance Stock Units | 02/26/2024 | 02/16/2024 | — | — | — | — | 17,918 | 35,836 | — | — | — | $33.80 | $688,769 | | Sudeep Gautam | | | | | | | | | | | | | | | Short-Term Incentive | — | 02/09/2024 | $41,715 | $417,150 | $834,300 | — | — | — | — | — | — | — | — | | Restricted Stock Units | 02/26/2024 | 02/16/2024 | — | — | — | — | — | — | 3,771 | — | — | $33.80 | $127,460 | | Performance Stock Units | 02/26/2024 | 02/16/2024 | — | — | — | — | 11,313 | 22,626 | — | — | — | $33.80 | $434,872 |

  69. Grants of Plan-Based Awards

    (1) These columns show the potential value of the payout of the annual cash incentive bonuses for 2024 performance for each named executive officer if the threshold, target and maximum performance levels are achieved. The potential payout is performance-based and driven by company performance. The actual amount of the annual cash incentive bonuses paid for 2024 performance is shown in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. (2) Represents performance-based restricted stock units that vest depending on our relative TSR performance over a three-year measurement period as compared to the S&P 1500 Specialty Retail Index and if the named executive officer remains an employee through the end of such vesting period. The issuance of the stock underlying the performance-based restricted stock units granted to our named executive officers will range from a minimum of zero shares if our relative TSR performance is below the 25th percentile, to the maximum number of shares if our relative TSR performance ranks in at least the 90th percentile. (3) Represents restricted stock units that vest ratably over a three-year period of continuous employment with us from February 26, 2024. See footnote 1 to the “Summary Compensation Table” for a description of the method used to determine the grant date fair value of stock awards. This value may differ from the value represented in the “Summary Compensation Table” due to rounding.

  70. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding stock options and restricted stock units held by the named executive officers that were outstanding at December 31, 2024.

  71. Outstanding Equity Awards at Fiscal Year-End

    | Name | OPTION AWARDS | | | | | STOCK AWARDS | | | | | | Grant Date | Number of Securities Underlying Unexercised Options − Exercisable | Number of Securities Underlying Unexercised Options − Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | | Mitchell Fadel | 02/23/2018 | 80,197 | — | $8.22 | 02/23/2028 | — | $— | — | $— | | | 04/01/2019 | 75,027 | — | $20.87 | 04/01/2029 | — | $— | — | $— | | | 02/26/2020 | 120,991 | — | $24.77 | 02/26/2030 | — | $— | — | $— | | | 02/25/2022 | — | — | — | — | 15,793(2) | $460,682 | — | $— | | | 02/24/2023 | — | — | — | — | 34,055(3) | $993,384 | — | $— | | | 02/26/2024 | — | — | — | — | 44,749(4) | $1,305,328 | — | $— | | | 02/25/2022 | — | — | — | — | — | $— | 146,667(5) | $3,208,707 | | | 02/24/2023 | — | — | — | — | — | $— | 158,921(6) | $4,635,726 | | | 02/26/2024 | — | — | — | — | — | $— | 134,246(7) | $3,915,956 | | Fahmi Karam | 11/04/2022 | — | — | — | — | 31,358(8) | $914,713 | — | $— | | | 02/24/2023 | — | — | — | — | 18,650(3) | $544,021 | — | $— | | | 02/26/2024 | — | — | — | — | 9,231(4) | $269,268 | — | $— | | | 02/24/2023 | — | — | — | — | — | $— | 87,033(6) | $2,538,753 | | | 02/26/2024 | — | — | — | — | — | $— | 27,692(7) | $807,776 | | Anthony Blasquez | 07/01/2020 | 2,500 | — | $26.62 | 07/01/2030 | — | $— | — | $— | | | 02/25/2022 | — | — | — | — | 1,476(2) | $43,055 | — | $— | | | 02/24/2023 | — | — | — | — | 4,700(3) | $137,099 | — | $— | | | 02/26/2024 | — | — | — | — | 5,973(4) | $174,232 | — | $— | | | 02/25/2022 | — | — | — | — | — | $— | 13,700(5) | $299,722 | | | 02/24/2023 | — | — | — | — | — | $— | 21,933(6) | $639,786 | | | 02/26/2024 | — | — | — | — | — | $— | 17,918(7) | $522,668 | | Tyler Montrone | 02/25/2022 | — | — | — | — | 1,696(2) | $49,472 | — | $— | | | 02/24/2023 | — | — | — | — | 4,700(3) | $137,099 | — | $— | | | 02/26/2024 | — | — | — | — | 5,973(4) | $174,232 | — | $— | | | 02/25/2022 | — | — | — | — | — | $— | 15,743(5) | $344,417 | | | 02/24/2023 | — | — | — | — | — | $— | 21,933(6) | $639,786 | | | 02/26/2024 | — | — | — | — | — | $— | 17,918(7) | $522,668 | | Sudeep Gautam(9) | 02/24/2023 | — | — | — | — | 3,022(3) | $88,152 | — | $— | | | 02/26/2024 | — | — | — | — | 3,771(4) | $110,000 | — | $— | | | 02/24/2023 | — | — | — | — | — | $— | 14,100(6) | $411,297 | | | 02/26/2024 | — | — | — | — | — | $— | 11,313(7) | $330,000 |

  72. Outstanding Equity Awards at Fiscal Year-End

    (1) Calculated by reference to the closing price for shares of our common stock on the Nasdaq Global Select Market on December 31, 2024, which was $29.17. Represents the number of shares of our common stock that vested and were issued pursuant to the time-based restricted stock unit awards upon the named executive officer’s completion of three years of continuous employment with us from February 25, 2022. Represents the number of shares of our common stock that will vest and become issuable pursuant to the time-based restricted stock unit awards upon the named executive officer’s completion of three years of continuous employment with us from February 24, 2023. (4) Represents the number of shares of our common stock that will vest and become issuable pursuant to the time-based restricted stock unit awards upon the named executive officer’s completion of three years of continuous employment with us from February 26, 2024. (5) Represents the number of shares of our common stock that vested and became issuable pursuant to the performance-based restricted stock unit awards based on our relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the three-year period ended December 31, 2024, so long as the named executive officer remained an employee through December 31, 2024. Our relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the three-year period ended December 31, 2024, ranked at the 45th percentile, which resulted in 75% of the shares vesting. (6) Represents the number of shares of our common stock that may vest and become issuable pursuant to the performance-based restricted stock unit awards based on our relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the three-year period ending December 31, 2025, so long as the named executive officer remains an employee through December 31, 2025. (7) Represents the number of shares of our common stock that may vest and become issuable pursuant to the performance-based restricted stock unit awards based on our relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the three-year period ending December 31, 2026, so long as the named executive officer remains an employee through December 31, 2026. (8) Represents the number of shares of our common stock that will vest and become issuable pursuant to the time-based restricted stock unit awards upon the named executive officer’s completion of three years of continuous employment with us from November 4, 2022. As previously disclosed, Mr. Gautam departed the Company, effective February 18, 2025. In connection with Mr. Gautam’s departure, 1,511 time-based restricted stock units held by Mr. Gautam that were scheduled to vest on February 24, 2025 and 1,257 time-based restricted stock units held by Mr. Gautum that were scheduled to vest on February 26, 2025 remained outstanding and vested on such dates, and the remaining equity awards held by Mr. Gautam were forfeited on his departure date.

  73. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table reflects certain information with respect to options exercised by our named executive officers during the 2024 fiscal year, as well as applicable stock awards that vested during the 2024 fiscal year:

  74. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Mitchell Fadel | — | $— | 80,202 | $2,737,808 | | Fahmi Karam | — | $— | 40,683 | $1,242,349 | | Anthony Blasquez | 12,485 | $91,066 | 7,655 | $261,342 | | Tyler Montrone | — | $— | 9,131 | $311,712 | | Sudeep Gautam | — | $— | 1,510 | $51,582 |

  75. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The Upbound Group, Inc. Deferred Compensation Plan is an unfunded, non-qualified deferred compensation plan for a select group of our key management personnel and highly compensated employees. The Deferred Compensation Plan first became available to eligible employees in July 2007, with deferral elections taking effect as of August 3, 2007. The Deferred Compensation Plan allows participants to defer up to 50% of their base compensation and up to 100% of any bonus compensation. Participants may invest the amounts deferred in measurement funds that are the same funds offered as the investment options in our 401(k) Retirement Savings Plan. We may make discretionary contributions to the Deferred Compensation Plan, which are subject to a two-year graded vesting schedule based on the participant’s years of service with us. Consistent with last year, we made matching contributions in 2024 of 50% of the employee’s aggregate contributions to the Deferred Compensation Plan and the 401(k) Retirement Savings Plan, up to an amount not to exceed 6% of such employee’s compensation. These matching contributions are allocated to each of the Deferred Compensation Plan and the 401(k) Retirement Savings Plan based on the participant’s contributions to the respective plan for the year and, as a result, such allocations may vary year-to-year. We are obligated to pay the deferred compensation amounts in the future in accordance with the terms of the Deferred Compensation Plan. The following table provides information for the named executive officers regarding contributions, earnings and balances for our Deferred Compensation Plan:

  76. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in FY 2024(1) | Registrant Contributions in FY 2024(1)(2) | Aggregate Earnings in FY 2024 | Aggregate Withdrawals/ Distributions | Aggregate Balance at FYE 2024(3) | | Mitchell Fadel | $67,269(4) | $33,000 | $87,952 | $— | $864,655 | | Fahmi Karam | $— | $— | $— | $— | $— | | Anthony Blasquez | $— | $— | $196 | $— | $7,333 | | Tyler Montrone | $— | $— | $— | $— | $— | | Sudeep Gautam | $— | $— | $— | $— | $— |

  77. Non-Qualified Deferred Compensation

    (1) The entirety of the executive contributions and registrant contributions are reported in the “Summary Compensation Table” above as compensation of the named executive officer for the year ended December 31, 2024. (2) Represents matching contributions or other allocations made by us under our Deferred Compensation Plan which amount was also reported as compensation in the table appearing in the section “Compensation Tables — Summary Compensation Table” above in this proxy statement. (3) Of these amounts, the following aggregate amounts are reported in the “Summary Compensation Table” above as compensation of the named executive officer for the years ended December 31, 2024, 2023 and 2022: Mr. Fadel — $33,000, $635 and $17,452, Mr. Blasquez — $0, $0 and $0. Messrs. Karam, Montrone and Gautam are not participants in the Deferred Compensation Plan. (4) Reflects our matching contribution to the Deferred Compensation Plan in respect of Mr. Fadel’s contributions to such plan in 2024. Our other matching contributions were made to the 401(k) Retirement Savings Plan in respect of Mr. Fadel’s contributions to such plan in 2024.

  78. No Pension Benefits

    No Pension Benefits We do not sponsor or maintain any plans that provide for specified retirement payments or benefits, such as tax-qualified defined benefit plans or supplemental executive retirement plans.

  79. Potential Payments and Benefits Upon Termination Without a Change in Control

    Potential Payments and Benefits Upon Termination Without a Change in Control The following table provides quantitative disclosure of the estimated payments that would be made under the severance agreements to the named executive officers, as well as the amounts our named executive officers would receive upon the exercise of the equity and cash awards held by them on December 31, 2024, the last day of our fiscal year 2024, assuming that: • each named executive officer’s employment with us was terminated on December 31, 2024, and was not in connection with an event which constituted a “change in control” or an “exchange transaction” under any agreement or plan described above; • amounts payable to each named executive officer would not subject such person to excise tax under Section 4999 of the Code and the Company would not be denied a deduction under Section 280G of the Code; • the base salary earned by each named executive officer for such executive’s services to us through December 31, 2024 has been fully paid to such named executive officer; • the Board determined that the annual bonus for 2024 that would have been earned by each of Messrs. Karam, Blasquez, Montrone and Gautam was equal to the actual bonus awarded to such named executive officer for 2024; • to the extent not otherwise terminated in connection with the named executive officer’s termination, each of our named executive officers sold the shares of our common stock underlying their previously unvested performance stock units, at the target level of performance, and restricted stock units at the closing price for shares of our common stock on the Nasdaq Global Select Market on December 31, 2024, which was $29.17; and any outstanding equity-based awards held by our named executive officers that vested prior to December 31, 2024 were exercised and distributed on December 31, 2024. As previously disclosed, Mr. Fadel will not receive any cash severance benefits in connection with his retirement on June 1, 2025, but he will receive the equity-award employment termination treatment provided in the letter agreement we entered into with him in April 2024, subject to the terms and conditions set forth therein.

  80. Potential Payments and Benefits Upon Termination Without a Change in Control

    | Name | Cash Severance Payout | Continuation of Medical Benefits(1) | Acceleration of Outstanding Awards | Total Termination Benefits | | Mitchell Fadel | | | | | | Termination by Us without “Cause” or by Mr. Fadel for “Good Reason” | $7,149,999 | $32,586 | — | $7,182,585 | | Termination by Us for “Cause” or by Mr. Fadel without “Good Reason” | — | — | — | — | | Termination due to Mr. Fadel’s disability or death(2) | $2,138,400 | $32,587 | $10,363,904 | $12,534,891 | | Termination by Mr. Fadel for Reason other than disability, death or for “Good Reason” | — | — | — | — | | Fahmi Karam | | | | | | Termination by Us without “Cause” or by Mr. Karam for “Good Reason” | $2,170,154 | $39,161 | — | $2,209,315 | | Termination by Us for “Cause” or by Mr. Karam without “Good Reason” | — | — | — | — | | Termination due to Mr. Karam’s disability or death | $624,000 | $26,107 | $3,689,792 | $4,339,869 | | Termination by Mr. Karam for Reason other than disability or death or for “Good Reason” | — | — | — | — | | Anthony Blasquez | | | | | | Termination by Us without “Cause” or by Mr. Blasquez for “Good Reason” | $1,416,347 | $38,225 | — | $1,454,572 | | Termination by Us for “Cause” or by Mr. Blasquez without “Good Reason” | — | — | — | — | | Termination due to Mr. Blasquez’s disability or death | $285,000 | $25,483 | $1,254,855 | $1,565,338 | | Termination by Mr. Blasquez for Reason other than disability or death or for “Good Reason” | — | — | — | — | | Tyler Montrone | | | | | | Termination by Us without “Cause” or by Mr. Montrone for “Good Reason” | $988,847 | $38,850 | — | $1,027,697 | | Termination by Us for “Cause” or by Mr. Montrone without “Good Reason” | — | — | — | — | | Termination due to Mr. Montrone’s disability or death | $285,000 | $25,900 | $1,305,968 | $1,616,868 | | Termination by Mr. Montrone for Reason other than disability or death or for “Good Reason” | — | — | — | — | | Sudeep Gautam | | | | | | Termination by Us without “Cause” or by Mr. Gautam for “Good Reason” | $1,107,726 | $38,225 | — | $1,145,951 | | Termination by Us for “Cause” or by Mr. Gautam without “Good Reason” | — | — | — | — | | Termination due to Mr. Gautam’s disability or death | $417,150 | $25,484 | $582,350 | $1,024,983 | | Termination by Mr. Gautam for Reason other than disability or death or for “Good Reason” | — | — | — | — |

  81. Potential Payments and Benefits Upon Termination Without a Change in Control

    (1) The amounts listed herein reflect the value of medical insurance coverage that would be extended to a named executive officer following termination; provided, however, such named executive officer would continue to be responsible for normal employee premium contributions. Per the terms of his employment agreement, upon a termination due to Mr. Fadel’s disability or death without a change in control, Mr. Fadel receives a pro-rata bonus calculated based upon his bonus amount from the previous year.

  82. Potential Payments and Benefits Upon Termination With a Change in Control

    Potential Payments and Benefits Upon Termination With a Change in Control The following table provides quantitative disclosure of the estimated payments that would be made under the employment or severance agreements to our named executive officers, as of December 31, 2024, the last day of our fiscal year 2024, assuming that: • each named executive officer’s employment with us was terminated and an event which constituted a “change in control” or an “exchange transaction” under any agreement or plan described above both occurred on December 31, 2024; • amounts payable to each named executive officer would not subject such person to excise tax under Section 4999 of the Code and the Company would not be denied a deduction under Section 280G of the Code; • the base salary earned by each named executive officer for such named executive officer’s services to us through December 31, 2024 has been fully paid to such named executive officer; • the Board determined that the annual bonus for 2024 that would have been earned by each of Messrs. Karam, Blasquez, Montrone and Gautam was equal to the actual bonus awarded to such named executive officer for 2024; • with respect to equity-based awards awarded pursuant to the 2021 Plan and certain prior equity plans, the Board does not direct such outstanding awards to be converted into awards with respect to shares of stock following the change in control or exchange; • any outstanding equity-based awards held by our named executive officers that vested prior to December 31, 2024 were exercised and distributed on December 31, 2024; and • to the extent not otherwise terminated in connection with the named executive officer’s termination, each of our named executive officers sold the shares of our common stock underlying their previously unvested equity-based awards (at the target level of performance for performance stock units) at the closing price for shares of our common stock on the Nasdaq Global Select Market on December 31, 2024. As previously disclosed, Mr. Fadel will not receive any cash severance benefits in connection with his retirement on June 1, 2025, but he will receive the equity-award employment termination treatment provided in the letter agreement we entered into with him in April 2024, subject to the terms and conditions set forth therein.

  83. Potential Payments and Benefits Upon Termination With a Change in Control

    | Name | Cash Severance Payout | Continuation of Medical Benefits(1) | Acceleration of Outstanding Awards | Total Termination Benefits | | Mitchell Fadel | | | | | | Termination by Us without “Cause” or by Mr. Fadel for “Good Reason” | $7,149,999 | $32,586 | $16,837,646 | $24,020,231 | | Termination by Us for “Cause” or by Mr. Fadel without “Good Reason” | — | — | — | — | | Termination due to Mr. Fadel’s disability or death(2) | $2,138,400 | $32,586 | $16,837,646 | $19,008,632 | | Fahmi Karam | | | | | | Termination by Us without “Cause” or by Mr. Karam for “Good Reason” | $2,685,538 | $52,215 | $6,343,906 | $9,081,659 | | Termination by Us for “Cause” or by Mr. Karam without “Good Reason” | — | — | — | — | | Termination due to Mr. Karam’s disability or death | $624,000 | $26,108 | $6,343,906 | $6,994,014 | | Anthony Blasquez | | | | | | Termination by Us without “Cause” or by Mr. Blasquez for “Good Reason” | $1,793,462 | $50,967 | $2,136,455 | $3,980,884 | | Termination by Us for “Cause” or by Mr. Blasquez without “Good Reason” | — | — | — | — | | Termination due to Mr. Blasquez’s disability or death | $285,000 | $25,484 | $2,136,455 | $2,446,938 |

  84. Potential Payments and Benefits Upon Termination With a Change in Control

    | Name | Cash Severance Payout | Continuation of Medical Benefits(1) | Acceleration of Outstanding Awards | Total Termination Benefits | | Tyler Montrone | | | | | | Termination by Us without “Cause” or by Mr. Montrone for “Good Reason” | $1,223,462 | $51,801 | $2,187,568 | $3,462,831 | | Termination by Us for “Cause” or by Mr. Montrone without “Good Reason” | — | — | — | — | | Termination due to Mr. Montrone’s disability or death | $285,000 | $25,901 | $2,187,568 | $2,498,468 | | Sudeep Gautam | | | | | | Termination by Us without “Cause” or by Mr. Gautam for “Good Reason” | $1,337,918 | $50,967 | $1,145,098 | $2,533,983 | | Termination by Us for “Cause” or by Mr. Gautam without “Good Reason” | — | — | — | — | | Termination due to Mr. Gautam’s disability or death | $417,150 | $25,484 | $1,145,098 | $1,587,731 |

  85. Potential Payments and Benefits Upon Termination With a Change in Control

    (1) The amounts listed herein reflect the value of medical insurance coverage that would be extended to a named executive officer following termination; provided, however, such named executive officer would continue to be responsible for normal employee premium contributions. (2) Per the terms of his employment agreement, upon a termination due to Mr. Fadel’s disability or death in connection with a change in control, Mr. Fadel is eligible to receive the same severance payments and benefits as described above for a termination due to Mr. Fadel’s disability or death without a change in control. Accordingly, Mr. Fadel is eligible to receive a pro-rata bonus calculated based upon his bonus amount from the previous year.

  86. CEO Pay Ratio

    CEO Pay Ratio This section sets forth our reasonable estimate, calculated in a manner consistent with the requirements of Item 402(u) of Regulation S-K, of the ratio of the annual total compensation for fiscal year 2024 of our Chief Executive Officer to that of the median of the annual total compensation for all of our other employees (the “CEO Pay Ratio”). Please note that due to the flexibility in estimates, assumptions and adjustments permitted by the SEC in calculating such ratio, the CEO Pay Ratio may not be comparable to those presented by other companies, even other companies operating in the same industries as Upbound. SEC rules permit identification of this median employee once every three years. The median compensation amount for 2024 reflects the 2024 “per annum total compensation” of the employee we identified as of December 31, 2022, given that there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. Our median employee identified using the assumptions and methodologies described above was located in Texas and served in an hourly position as a Customer Account Representative. The 2024 annual total compensation of our median employee, calculated using the same methodology used to calculate the same metric for our named executive officers in the Summary Compensation Table in this proxy statement, was $33,897. Comparing this to our Chief Executive Officer’s 2024 annual total compensation of $9,508,913, we estimate that the CEO Pay Ratio was approximately 281:1.

  87. Historical Pay Versus Performance Disclosure

    Historical Pay Versus Performance Disclosure

  88. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosure is provided about the relationship between executive compensation and the Company’s performance on select financial metrics. For information about how our executive compensation program is designed to align with the Company’s performance, please read the “Compensation Discussion and Analysis” above in this proxy statement. The amounts in the table below are calculated in accordance with SEC rules and do not all represent amounts actually earned or realized by our named executive officers (“NEOs”), including with respect to RSUs and PSUs. The table below presents the compensation amounts for our CEO and non-CEO named executive officers as defined and computed in accordance with SEC rules, our financial performance as measured by TSR, net income and Adjusted EBITDA, and our peer group’s TSR, for fiscal years 2024, 2023, 2022, 2021 and 2020.

  89. Pay Versus Performance Table

    | Year | CEO | | Non-CEO NEOs | | Value of Initial Fixed $100 Investment Based On: | | Net Income ($M) | Adjusted EBITDA(5) ($M) | | | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO(1) | Average Summary Compensation Table Total for non-CEO Named Executive Officers(2) | Average Compensation Actually Paid to non-CEO Named Executive Officers(3) | TSR | Proxy Peer Group TSR(4) | | | | 2024 | $9,508,913 | $3,375,977 | $1,999,439 | $1,072,539 | $128 | $199 | $124 | $489 | | 2023 | $9,791,051 | $15,601,868 | $2,825,497 | $3,893,968 | $142 | $163 | $(5) | $474 | | 2022(6) | $6,280,050 | $(3,792,985) | $1,742,035 | $128,413 | $90 | $145 | $12 | $459 | | 2021 | $12,341,685 | $25,616,911 | $2,408,210 | $2,962,970 | $179 | $177 | $135 | $643 | | 2020 | $9,217,950 | $14,829,388 | $2,263,831 | $3,512,231 | $140 | $119 | $208 | $344 |

  90. Pay Versus Performance Table

    (1) Compensation actually paid is the total Summary Compensation Table compensation, adjusted as set forth in the table below in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Fadel during the applicable year. (2) Includes the average total compensation for Messrs. Karam, Blasquez, Montrone and Gautam in 2024; for Messrs. Karam, Blasquez, Montrone and Gautam in 2023; for Messrs. Allred, Hogg (former Executive Vice President — Acima), Karam, Pechersky and Taylor and Ms. Short (former Executive Vice President — Chief Financial Officer) in 2022; for Messrs. Blasquez, Hogg and Pechersky and Ms. Short in 2021; and for Mr. Hogg and Mses. Short, Davids and Skula (former Executive Vice President — Franchising) in 2020. Total compensation for non-CEO named executive officers are as reported in the Summary Compensation Tables. (3) The table below presents a reconciliation of the average Summary Compensation Table total to the average compensation actually paid, as defined by SEC rules, to the non-CEO named executive officers: The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. (4) The peer group selected is the S&P 1500 Specialty Retail Index. We use this published industry index as the comparator group to measure our relative total shareholder return for purposes of determining vesting of performance stock units granted under our long-term incentive compensation program. (5) Non-GAAP financial measure. See Annex A for additional information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measure. None of our named executive officers in the 2022 annual cash incentive program received any bonus plan payout with respect to the 2022 performance year based on the Company’s annual financial performance in 2022.

  91. Relationships Between Compensation Actually Paid and Financial Measures in Pay Versus Performance Table

    Relationships Between Compensation Actually Paid and Financial Measures in Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between (i) compensation actually paid (as defined by SEC rules) to our CEO and average compensation actually paid to our other named executive officers and (ii) the Company performance measures presented in the pay versus performance table above.