DEF 14A of Jefferson Capital, Inc. / DE
Filed Apr 21, 2026 · FY20250001140361-26-015937
Proposal 1: Election of Directors
Proposal 1: Election of Directors At the Annual Meeting, three (3) Class I Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2029 and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation, disqualification or removal. We currently have eight (8) directors on our Board. Our current Class I Directors are David Burton, Thomas Harding, and Thomas Lydon, Jr. The Board has nominated David Burton, Thomas Harding, and Thomas Lydon, Jr. for election as Class I Directors at the Annual Meeting. As set forth in our Amended and Restated Certificate of Incorporation, the Board of Directors is divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class I, whose current term will expire at the Annual Meeting of Stockholders and, if elected at the Annual Meeting, whose subsequent term will expire at the 2029 Annual Meeting of Stockholders; Class II, whose term will expire at the 2027 Annual Meeting of Stockholders; and Class III, whose term will expire at the 2028 Annual Meeting of Stockholders. The current Class I Directors are David Burton, Thomas Harding, and Thomas Lydon, Jr.; the current Class II Directors are Susan Atkins and John Oros; and the current Class III Directors are James Pierce, Beth Leonard and Ronald Vaske. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that, subject to the Stockholders Agreement, dated as of June 25, 2025, and entered into by and between the Company and J.C. Flowers IV L.P. and JCF IV Coinvest JCAP L.P., the authorized number of directors may be changed from time to time by the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed at any time with or without cause only by the holders of at least a majority of the voting power of the outstanding shares of the common stock entitled to vote on the election and removal of directors. From after the time at which the JCF Stockholders collectively cease to own (directly or indirectly) at least 40% of the shares of our common stock, directors may be removed only for cause and only by the affirmative vote of the holders of at least 66 2/3% of the voting power of the Common Stock then outstanding and entitled to vote on the election and removal of directors; and provided, further that the consent of the JCF Stockholders shall be required to remove a member of the Board that is designated to serve by the JCF Stockholders in accordance with the Stockholders Agreement. As of April 10, 2026, the JCF Stockholders beneficially own approximately 53.1% of the outstanding shares of our Common Stock. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as Class I Directors of the persons whose names and biographies appears below. In the event that any of Mr. Burton, Mr. Harding or Mr. Lydon should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors or the Board may elect to reduce its size. The Board of Directors has no reason to believe that any of Mr. Burton, Mr. Harding or Mr. Lydon will be unable to serve if elected. Each of Mr. Burton, Mr. Harding or Mr. Lydon has consented to being named in this proxy statement and to serve if elected.
Thomas Harding
Thomas Harding Thomas Harding has served on our board of directors since 2025 and, prior to our initial public offering, as a member of the board of managers of the company since 2018. Since 2015, Mr. Harding has served as Managing Director at J.C. Flowers, a private equity firm that focuses on investments in the financial services industry. Prior to joining J.C. Flowers, Mr. Harding worked in Bank of America Merrill Lynch’s Financial Institutions Group from 2008 to 2015 where he covered a diverse range of bank, insurance and specialty finance companies. In addition to serving on our board of directors, Mr. Harding currently serves on the boards of Island Finance, iLending and Capital Funding Bancorp. He holds a Bachelor of Arts from Swarthmore College, a Juris Doctor from Columbia Law School and a Master of Business Administration from Columbia Business School. We believe Mr. Harding’s broad knowledge and his experience investing in and advising financial services companies make him well-qualified to serve as a member of our board of directors. Thomas Lydon, Jr. Thomas Lydon, Jr. has served on our board of directors since 2025 and, prior to our initial public offering, as a member of the board of managers of the company since 2021. Mr. Lydon has served as a Vice President at J.C. Flowers since 2023 and has been with the firm since 2017. Prior to joining J.C. Flowers, Mr. Lydon worked in the Financial Institutions Group at Credit Suisse from 2015 to 2017. In addition to serving on our board of directors, Mr. Lydon currently serves on the boards of TRICOR Insurance, Infinite Investment Systems, and Accelerated Wealth Partners. He holds a Bachelor of Science from the McIntire School of Commerce at the University of Virginia. We believe Mr. Lydon’s experience investing in financial services companies and his financial expertise make him well-qualified to serve as a member of our board of directors. Continuing members of the Board of Directors:
Class II Directors (terms to expire at the 2027 Annual Meeting)
Class II Directors (terms to expire at the 2027 Annual Meeting) The current members of the Board of Directors who are Class II Directors are as follows:
Class II Directors (terms to expire at the 2027 Annual Meeting)
| Name | Age | Served as a Director Since | Position with Jefferson Capital | | Susan Atkins | 68 | 2026 | Director | | John Oros | 79 | 2025 | Director |
Class II Directors (terms to expire at the 2027 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class II Director are as follows:
Susan Atkins
Susan Atkins Susan Atkins has served on our board of directors since 2026. She has over 40 years of experience leading complex corporate restructurings, with deep expertise in corporate finance, risk management, strategy, and governance. She previously served as Global Head of Wholesale Restructuring at JPMorgan Chase & Co. until September 2023, where she led a global team managing the firm’s positions in complex workout and restructuring situations. She currently serves as an independent director of several companies, including companies in restructuring or post-restructuring situations, and serves on the Creditor Advisory Committee of the FTX Post-Bankruptcy Trust. In addition to her corporate board work, she serves on the boards of several nonprofit organizations focused on legal advocacy, civil rights, and refugee employment. Ms. Atkins received a Bachelor of Science in Education at the University of Wisconsin-Madison and an MBA in Finance from the Carlson School of Management at the University of Minnesota. We believe Ms. Atkins’ extensive experience leading complex restructurings, together with her expertise in corporate finance and risk management, make her well-qualified to serve as a member of our board of directors.
John Oros
John Oros John Oros has served on our board of directors since 2025 and, prior to our initial public offering, as a member of the board of managers of the company since 2017. Mr. Oros is currently a Senior Advisor to J.C. Flowers and previously served as an Operating Partner from 2018 to 2023 and as a Managing Director from 2000 to 2018. Before joining J.C. Flowers, Mr. Oros held a number of executive positions at Enstar Group Limited, including serving as Executive Chairman from 2000 to 2011. Prior to joining Enstar, Mr. Oros worked in the Financial Institutions Group at Goldman Sachs from 1980 to 2000, where he became a General Partner in 1986. In addition to serving on our board of directors, Mr. Oros currently serves on the boards of National Guardian Life Insurance Company, iLending and TRICOR Insurance. Mr. Oros holds a Bachelor of Business Administration from the Wisconsin School of Business at the University of Wisconsin-Madison. We believe Mr. Oros’ extensive executive leadership experience and deep knowledge of the financial services industry make him well-qualified to serve as a member of our board of directors.
Class III Directors (terms to expire at the 2028 Annual Meeting)
Class III Directors (terms to expire at the 2028 Annual Meeting) The current members of the Board of Directors who are Class III Directors are as follows:
Class III Directors (terms to expire at the 2028 Annual Meeting)
| Name | Age | Served as a Director Since | Position with Jefferson Capital | | James Pierce | 57 | 2026 | Director | | Beth Leonard | 66 | 2025 | Director | | Ronald Vaske | 59 | 2025 | Director |
Class III Directors (terms to expire at the 2028 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:
James Pierce
James Pierce James Pierce has served on our board of directors since 2026. Mr. Pierce has significant experience in information technology, digital transformation, and operational leadership. He currently serves as the Chief Operating Officer at Minnesota Diversified Industries, a role he has held since September 2025. He previously served as Chief Information Officer at SALO, a Korn Ferry company, from October 2022 to September 2024, where he led the company’s information technology strategy, systems, and digital initiatives. Prior to that, Mr. Pierce worked as a Senior Director, Commercial Business Development at Cargill from January 2018 to September 2021. Mr. Pierce also currently serves on the board of MinnWest Bank. Mr. Pierce received a Bachelor of Science in Computer Science at Tuskegee University and an MBA from the Carlson School of Management at the University of Minnesota. We believe Mr. Pierce’s experience leading information technology and digital transformation initiatives, together with his operational leadership experience, make him well-qualified to serve as a member of our board of directors.
Beth Leonard
Beth Leonard Beth Leonard has served on our board of directors since 2025 and, prior to our initial public offering, as a member of the board of managers of the company since 2024. Ms. Leonard has been a partner at EisnerAmper, a global accounting and advisory firm, since 2022 and served as Partner-in-Charge of the Minnesota office from 2022 to December 2025. Prior to the merger with EisnerAmper in 2022, Ms. Leonard worked at Lurie, LLP, a Minnesota-based accounting firm, from 1984 to 2022, including serving as Managing Partner for the last 15 years of her tenure. Ms. Leonard served on the board of directors of the American Institute of Certified Public Accountants from 2021 to 2024. She holds a Bachelor of Science in Business and Accounting from the Carlson School of Management at the University of Minnesota. We believe Ms. Leonard’s extensive experience in accounting and corporate finance matters, together with her management experience, make her well-qualified to serve as a member of our board of directors.
Ronald Vaske
Ronald Vaske Ronald Vaske has served on our board of directors since 2025 and, prior to our initial public offering, as a member of the board of managers of the company since 2016. Mr. Vaske has served as Senior Counsel at the law firm Ballard Spahr LLP since January 2026. Prior to that, he was a partner at Ballard Spahr LLP from 2018 to 2025, where his practice focused on advising financial institutions on regulatory, compliance, and Fintech matters. Prior to joining Ballard Spahr, Mr. Vaske practiced at the law firm Lindquist & Vennum LLP from 1998 to 2018. Mr. Vaske holds a Bachelor of Science from South Dakota State University and a Juris Doctor from Creighton University School of Law. We believe Mr. Vaske’s extensive legal experience advising financial institutions on regulatory and compliance matters makes him well-qualified to serve as a member of our board of directors.
Board Composition
Board Composition Our Board of Directors currently consists of eight members: Susan Atkins, David Burton, Thomas Harding, Beth Leonard, Thomas Lydon, Jr., John Oros, James Pierce, and Ronald Vaske. As set forth in our Amended and Restated Certificate of Incorporation, the Board of Directors is divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed only by resolution of the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed at any time with or without cause only by the holders of at least a majority of the voting power of the outstanding shares of the common stock entitled to vote on the election and removal of directors. From after the time at which the JCF Stockholders collectively cease to own (directly or indirectly) at least 40% of the shares of our common stock, directors may be removed only for cause and only by the affirmative vote of the holders of at least 66 2/3% of the voting power of the Common Stock then outstanding and entitled to vote on the election and removal of directors; and provided, further that the consent of the JCF Stockholders shall be required to remove member of the Board that is designated to serve by the JCF Stockholders in accordance with the Stockholders Agreement. As of April 10, 2026, the JCF Stockholders beneficially own approximately 53.1% of the outstanding shares of our Common Stock.
Compensation Committee
| • | overseeing and administering our cash and equity incentive plans; |
Compensation Committee
| • | reviewing and making recommendations to the Board of Directors with respect to director compensation; |
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. In 2025, our “named executive officers” and their positions were as follows:
EXECUTIVE AND DIRECTOR COMPENSATION
| • | David Burton, President and Chief Executive Officer; |
EXECUTIVE AND DIRECTOR COMPENSATION
| • | Mark Zellmann, President of U.S. Business Lines; and |
EXECUTIVE AND DIRECTOR COMPENSATION
| • | Penelope Person, Chief Commercial Officer. |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2025 and December 31, 2024, as applicable.
Summary Compensation Table
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($)(2) | STOCK AWARDS ($) | OPTION AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | David Burton President and Chief Executive Officer | 2025 | 765,769 | 150,000 | — | — | 382,884 | 2,497,320 | 3,795,973 | | | 2024 | 765,769 | 125,000 | — | — | 387,766 | 421,978 | 1,700,513 | | Mark Zellmann President of U.S. Business Lines | 2025 | 325,009 | 50,000 | — | — | 247,202 | 439,973 | 1,062,184 | | | 2024 | 303,851 | 110,000 | — | — | 137,374 | 54,246 | 605,471 | | Penelope Person Chief Commercial Officer | 2025 | 142,000 | — | — | — | 208,864 | 282,196 | 633,060 | | | 2024 | 142,000 | — | — | — | 248,062 | 46,098 | 436,160 |
Summary Compensation Table
| (1) Amounts reflect the base salaries paid to each executive in 2024 and 2025, including the increase in base salary Mr. Zellmann received in June 2024. |
Summary Compensation Table
| (2) Amounts for 2025 reflect discretionary bonuses paid to Messrs. Burton and Zellmann in 2025 in recognition of their significant efforts in connection with the successful completion of our IPO. For additional information, see “Narrative to Summary Compensation Table — Cash Incentive Compensation — 2025 Discretionary Bonuses” below. Amounts for 2024 reflect discretionary bonuses paid to Messrs. Burton and Zellmann in 2024 in recognition of their significant efforts in connection with the successful completion of a planned portfolio acquisition. |
Summary Compensation Table
| (3) Amounts reflect performance-based annual bonuses earned by Messrs. Burton and Zellmann for 2025 and 2024, as well as performance-based commissions earned by Ms. Person for 2025 and 2024. For additional information, see “Narrative to Summary Compensation Table — Cash Incentive Compensation” below. |
Summary Compensation Table
| (4) For 2025, for Mr. Burton, amount reflects (a) dividends paid on Class B Units in the amount of $669,678 prior to our IPO, (b) dividends paid on shares of restricted stock in the amount of $1,813,200 following our IPO, (c) 401(k) matching contributions in the amount of $6,517, and (d) Young Presidents’ Organization member dues paid on his behalf in the amount of $7,925. For Mr. Zellmann, amount reflects (a) dividends paid on Class B Units in the amount of $101,724 prior to our IPO, (b) dividends paid on shares of restricted stock in the amount of $332,999 following our IPO and (c) 401(k) matching contributions in the amount of $5,250. For Ms. Person, amount reflects (a) dividends paid on Class B Units in the amount of $67,815 prior to our IPO, (b) dividends paid on shares of restricted stock in the amount of $210,005 following our IPO and (c) 401(k) matching contributions in the amount of $4,376. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | David Burton(2) | June 25, 2025 | 3,061,101 | 68,384,996 | — | — | | Mark Zellmann(3) | June 25, 2025 | 487,261 | 10,885,411 | — | — | | Penelope Person(4) | June 25, 2025 | 322,221 | 7,198,417 | — | — |
Outstanding Equity Awards at Fiscal Year-End
| (1) Market value reflects the number of unvested shares of restricted stock multiplied by $22.34 per share, the closing price of our common stock on the Nasdaq on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Amount represents the number of shares of restricted stock issued to Mr. Burton in respect of unvested performance-based Class B Units in connection with our IPO that have not yet vested. One-third of the award vests on the first three anniversaries of June 25, 2025, subject to continued service through the applicable vesting dates (provided, that any such unvested shares of restricted stock will be subject to acceleration in the event of the executive’s termination of service without cause or due to his death or disability). |
Outstanding Equity Awards at Fiscal Year-End
| (3) Amount represents (i) 479,425 shares of restricted stock issued to Mr. Zellmann in respect of unvested performance-based Class B Units in connection with our IPO that have not yet vested; one-third of such shares of restricted stock vests on the first three anniversaries of June 25, 2025 and (ii) 7,836 shares of restricted stock issued to Mr. Zellmann in respect of unvested time-based Class B Units in connection with our IPO that have not yet vested; such shares of restricted stock will vest on July 20, 2026, in each case subject to continued service through the applicable vesting dates (provided, that any such unvested shares of restricted stock will be subject to acceleration in the event of the executive’s termination of service without cause or due to his death or disability). |
Outstanding Equity Awards at Fiscal Year-End
| (4) Amount represents the number of shares of restricted stock issued to Ms. Person in respect of unvested performance-based Class B Units in connection with our IPO that have not yet vested. One-third of the award vests on the first three anniversaries of June 25, 2025, subject to continued service through the applicable vesting dates (provided, that any such unvested shares of restricted stock will be subject to acceleration in the event of the executive’s termination of service without cause or due to her death or disability). |
Director Compensation
Director Compensation Prior to the IPO, we paid certain of our non-employee directors an annual cash retainer fee of $30,000, payable quarterly. In connection with our IPO, we approved a compensation program for our non-employee directors which superseded our prior practice, pursuant to which our non-employee directors are eligible to receive an annual cash retainer fee of $30,000, with an additional annual cash retainer fee of $8,000 payable to members of the audit committee, in each case payable quarterly. We did not grant other equity or non-equity awards to our directors in 2025. We do not provide any compensation to Thomas Harding or Thomas Lydon, Jr. for their service on our board of directors. Mr. Szemenyei resigned from our board of directors in May 2025. The following table sets forth information concerning the compensation of our non-employee directors for the year ended December 31, 2025.
Director Compensation
| NAME | FEES EARNED OR PAID IN CASH ($) | OPTION AWARDS ($)(1) | TOTAL ($) | | John Oros | 30,000 | — | 30,000 | | Christopher Giles | 30,000 | — | 30,000 | | Ronald Vaske | 32,416 | — | 32,416 | | Beth Leonard | 32,416 | 50,101 | 82,517 | | Andrew Szemenyei | 19,192 | — | 19,192 |
Director Compensation
| (1) Amount reflects the grant date fair value of the stock options awarded to certain of our directors, computed in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of the options in Note 10 to our audited consolidated financial statements included in our 2025 Annual Report. |
Director Compensation
The table below shows the aggregate numbers of shares of unvested restricted stock and stock options held by each non-employee director as of December 31, 2025.
Director Compensation
| NAME | RESTRICTED STOCK | STOCK OPTIONS (UNVESTED) | STOCK OPTIONS (VESTED) | | Christopher Giles | 39,387 | — | — | | Ronald Vaske | 19,701 | — | — | | Beth Leonard | 13,931 | 33,125 | 8,281 |
Director Compensation
Christopher Giles, Ronald Vaske and Beth Leonard are the only non-employee directors who held Class B Units immediately prior to the Reorganization. Ms. Leonard received 41,406 options with an exercise price of $17.24 in connection with our IPO. The following table sets forth the actual number of vested shares of our common stock and unvested restricted shares of our common stock that each of Messrs. Giles and Vaske and Ms. Leonard received upon conversion of their vested and unvested Class B Units in connection with the IPO.
Director Compensation
| | | UNVESTED RESTRICTED SHARES RECEIVED UPON CONVERSION OF UNVESTED CLASS B UNITS | | | NAME | VESTED SHARES RECEIVED UPON CONVERSION OF VESTED CLASS B UNITS (#) | IN RESPECT OF TIME- BASED CLASS B UNITS (#) | IN RESPECT OF PERFORMANCE- BASED CLASS B UNITS (#)(4) | | Christopher Giles(1) | 39,387 | — | 39,387 | | Ronald Vaske(2) | 19,699 | — | 19,701 | | Beth Leonard(3) | — | 7,739 | 7,740 |
Director Compensation
| (1) All of Mr. Giles’ Class B Units which were subject solely to time-based vesting were fully time-vested as of the date of the initial public offering pricing. |
Director Compensation
| (2) All of Mr. Vaske’s Class B Units which were subject solely to time-based vesting were fully time-vested as of the date of the initial public offering pricing. |
Director Compensation
| (3) The restricted stock issued to Ms. Leonard in conversion of her Class B Units subject solely to time-based vesting will vest annually in five ratable installments that began on November 6, 2025 and will end on (and including) November 6, 2029. |
Director Compensation
| (4) All restricted shares received upon conversion of Class B Units subject solely to performance-based vesting requirements are subject to a three-year time-vesting period beginning on the date of consummation of the IPO. |
Director Compensation
On March 18, 2026, Mr. Giles resigned as a member of our Board. In recognition of Mr. Giles’ service to the Board, the unvested restricted shares received by Mr. Giles in connection with the IPO were accelerated and vested as of Mr. Giles’ resignation date. On March 18, 2026, our Board appointed Susan Atkins and James Pierce to serve as members of the Board and in connection with their appointment each of Ms. Atkins and Mr. Pierce were granted stock options to purchase 50,000 shares of our common stock, which vest ratably over a three-year period, subject to each director’s continued service on the Board through each such applicable vesting date, with an exercise price equal to (i) $20.13 in respect of 25,000 of the stock options and (ii) $34.13 in respect of 25,000 of the stock options.