DEF 14A of Atlanticus Holdings Corp
Filed Apr 14, 2025 · FY20240001437749-25-011863
Election of Directors
Election of Directors Action will be taken at the Annual Meeting for the election of seven directors. All of the nominees listed below are currently serving as directors and are standing for re-election. Each director elected at the Annual Meeting will serve until the 2026 Annual Meeting or until his or her successor is elected and qualified. Proxies can be voted for only seven nominees. The Board has no reason to believe that any of the nominees for director will not be available to stand for election as director. However, if some unexpected occurrence should require the substitution by the Board of some other person or persons for any one or more of the nominees, the proxies may be voted in accordance with the discretion of the named proxies “FOR” such substitute nominees. The name, age as of the record date, principal occupation for the last five years, selected biographical information and period of service as a director of Atlanticus of the nominees for election as directors are set forth below.
Nominees for Director
Nominees for Director David G. Hanna, age 60. Mr. Hanna has chaired the Board since our initial public offering in 1999. He has served as Executive Chairman of Atlanticus since March 2021 and previously served as Chief Executive Officer of Atlanticus from its formation in 1996 until March 2021. Mr. Hanna has been in the consumer credit industry for over 35 years. Since 1992, Mr. Hanna has served as President and a director of HBR Capital, Ltd., an administrative services firm, and since 2006, as President of Hanna Capital, LLC, an investment firm. Mr. Hanna’s role as a founder of Atlanticus provides the Board with considerable institutional knowledge and an important long-term perspective on the company and our industry as a whole. Denise M. Harrod, age 65. Ms. Harrod became a director in 2021. She has more than 34 years’ experience in government, regulatory, and international affairs; financial operations; communication; and diversity and inclusion. Since 2014, she has been an independent management consultant, advising financial services, energy services and commodity trading companies. Ms. Harrod has been recognized as a trailblazer in public policy and diversity and inclusion by various government, legislative, civic, and community organizations. She serves on the Children’s Healthcare of Atlanta Public Affairs Board and the Business Board of Advisors of various national policy, healthcare and community organizations. She holds a bachelor’s degree from The Pennsylvania State University. Ms. Harrod’s business and consulting experience provides the Board with insight into government and regulatory affairs, financial operations, strategic communications, diversity and inclusion and employee wellness. Jeffrey A. Howard, age 55. Mr. Howard became a director in 2014. He has served as Atlanticus’ Chief Executive Officer since March 2021 and as Atlanticus’ President since April 2014. Mr. Howard joined our subsidiary Atlanticus Services Corporation in 2001 and has served as Executive Managing Director of that subsidiary since 2010 and as Director of Corporate Development since 2001. His 24 years with Atlanticus provide the Board with an intimate understanding of the company’s operations and insightful institutional knowledge. In addition to his 24 years of experience in the consumer finance industry, Mr. Howard has significant experience in corporate development and mergers and acquisitions. This experience provides the Board with valuable insight into our industry and business strategy. Deal W. Hudson, age 75. Dr. Hudson became a director in 2002. Since 2004, Dr. Hudson has been President of the Morley Institute, a religious and educational think tank, in Washington, D.C. From 1995 to 2010, he also was President of the Morley Publishing Group, a religious publishing company. Dr. Hudson’s leadership experience in the not-for-profit sector provides the Board with important insight in the areas of corporate responsibility and community affairs. Dr. Hudson helps the Board incorporate these considerations into its decision-making process. Dennis H. James, Jr., age 54. Mr. James became a director in 2022. He has served as Chief Executive Officer of ScoresMatter, Inc., a digital marketing firm, since May 2015. From 2007 to 2015, he served as Chief Executive Officer of International Media Technologies, LLC, an online media and lead generation business. Earlier in his career, Mr. James worked for seven years in the corporate and investment banking division and the structured finance group of Truist Financial Corporation (formerly SunTrust Banks, Inc.), a bank holding company. He holds a bachelor’s degree from the Georgia Institute of Technology and earned his M.B.A. from the Wharton School of the University of Pennsylvania. Mr. James serves as an Advisory Board Member of the Scheller College of Business of the Georgia Institute of Technology. Mr. James’ executive experience and experience managing audits provides the Board and Audit Committee with insight in the areas of finance, financial reporting, accounting, corporate development, strategy, corporate governance and risk management. Joann G. Jones, age 61. Ms. Jones became a director in 2021. She has served as a partner of BakerHostetler, one of the nation’s largest law firms, since June 2015 and as Atlanta Office Managing Partner of the firm since 2016. From 2007 to 2015, Ms. Jones was the Atlanta Office Managing Partner of McKenna Long & Aldridge (now Dentons), a large international law firm. Ms. Jones’s legal practice focuses on real estate development and finance. She has more than 35 years’ experience in commercial real estate including assemblage, development, financing, leasing, and monetizing of real property assets. Ms. Jones is active in her community, serving in leadership positions in a number of organizations. She holds a bachelor’s degree from Chestnut Hill College and earned her J.D. from the University of Virginia School of Law. Ms. Jones’ experience as a large law firm leader provides the Board with strategic insight in the areas of legal and regulatory affairs, community affairs, finance, human capital management and consumer experience. Mack F. Mattingly, age 94. Senator Mattingly became a director in 1999. He was elected to the United States Senate from the State of Georgia and served from 1981 until 1987. While in the Senate, he was Chairman of the Military Construction Appropriations Subcommittee, the Legislative Branch Subcommittee and the Congressional Operations and Oversight Subcommittee, as well as a member of the Appropriations Committee, the Banking and Housing Committee, the Governmental Affairs Committee and the Joint Economic Committee. In 1987, President Ronald Reagan appointed him Assistant Secretary General for Defense Support for NATO in Brussels, Belgium. In 1988, he received the Secretary of Defense Medal for Outstanding Public Service. In 1992, President George H. W. Bush appointed him Ambassador to the Republic of the Seychelles. Prior to serving in the Senate, Senator Mattingly worked 20 years for the IBM Corporation and served four years in the United States Air Force. Since 1993, Senator Mattingly has been a self-employed entrepreneur, speaker and author. Senator Mattingly’s experience in business and government provides the Board with valuable insight in the areas of governmental, regulatory and community affairs.
Executive and Director Compensation
Executive and Director Compensation In this Proxy Statement, “named executive officers” (“NEOs”) refer to David G. Hanna, Jeffrey A. Howard and William R. McCamey.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards | All Other Compensation | Total | | David G. Hanna | 2024 | $600,000 | — | — | — | $1,718,288(2) | $2,318,288 | | Executive Chairman of the | 2023 | $600,000 | — | — | — | $1,544,841(2) | $2,144,841 | | Board | 2022 | $600,000 | — | — | — | $2,142,375(2) | $2,742,375 | | Jeffrey A. Howard | 2024 | $850,000 | $475,000 | $477,025 | — | $10,350(3) | $1.812,375 | | President and Chief | 2023 | $850,000 | $475,000 | $715,006 | — | $9,900(3) | $2,049,906 | | Executive Officer | 2022 | $850,000 | $475,000 | $860,049 | — | $4,575(3) | $2,189,624 | | William R. McCamey | 2024 | $750,000 | $332,000 | $333,023 | — | $10,350(3) | $1,425,373 | | Chief Financial Officer | 2023 | $750,000 | $332,000 | $500,020 | — | $9,900(3) | $1,591,920 | | | 2022 | $750,000 | $332,000 | $460,039 | — | $4,575(3) | $1,546,614 |
Summary Compensation Table
| (1) Amounts shown do not reflect compensation actually received by the NEO. Instead, amounts reflect the aggregate grant date fair value of each stock award, which was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718. The grant date fair value of each stock award was determined by reference to the closing price of the Common Stock on the grant date. For additional information, see Note 14 “Stock-Based Compensation” to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 13, 2025. |
Summary Compensation Table
| (2) Reflects (i) $1,707,938, $1,534,941 and $2,137,800 for 2024, 2023 and 2022, respectively, for the use by Mr. Hanna and members of his family of charter jet service for personal purposes and at our expense at an incremental cost to us, which is calculated based on the total flight costs charged by the charter companies, including cost per flight hour charge specified in the lease agreement, fuel surcharge, catering, international fees and federal excise tax and (ii) $10,350, $9,900 and $4,575 in 2024, 2023 and 2022, respectively, for matching contributions to the Atlanticus 401(k) Plan. |
Summary Compensation Table
| (3) Reflects matching contributions to the Atlanticus 401(k) Plan. |
Summary Compensation Table
The following table sets forth information concerning outstanding equity awards held by our NEOs at December 31, 2024.
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024
| | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | 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 | | David G. Hanna | 11/11/2020 | 1,000(1) | — | — | $15.30 | 11/11/2025 | — | — | | Jeffrey A. Howard | 11/11/2020 | 1,000(1) | — | — | $15.30 | 11/11/2025 | — | — | | | 3/14/2022 | — | — | — | — | — | 220(2) | $12,272 | | | 3/14/2022 | — | — | — | — | — | 6,217(3) | $346,784 | | | 3/13/2023 | — | — | — | — | — | 19,006(4) | $1,060,155 | | | 3/8/2024 | — | — | — | — | — | 15,513(5) | $865,315 | | William R. McCamey | 11/11/2020 | 1,000(1) | — | — | $15.30 | 11/11/2025 | — | — | | | 3/14/2022 | — | — | — | — | — | 220(2) | $12,272 | | | 3/14/2022 | — | — | — | — | — | 3,291(3) | $183,572 | | | 3/13/2023 | — | — | — | — | — | 13,291(4) | $741,372 | | | 3/8/2024 | — | — | — | — | — | 10,830(5) | $604,097 |
Outstanding Equity Awards at December 31, 2024
| (1) This stock option award vested in three equal installments on November 11, 2021, November 11, 2022 and November 11, 2023. |
Outstanding Equity Awards at December 31, 2024
| (2) This restricted stock award vests on March 14, 2027. |
Outstanding Equity Awards at December 31, 2024
| (3) This restricted stock award vested on March 14, 2025. |
Outstanding Equity Awards at December 31, 2024
| (4) This restricted stock award vests in two substantially equal installments on March 13, 2025 and March 13, 2026. |
Outstanding Equity Awards at December 31, 2024
| (5) This restricted stock award vests in three equal installments on March 8, 2025, March 8, 2026 and March 8, 2027. |
Director Compensation
Director Compensation During fiscal year 2024, we paid each of our independent directors an annual fee of $50,000 in cash for directorship services. In addition, independent directors received a cash fee of $3,000 for each Board meeting attended (including telephonic attendance) and $1,500 for each committee meeting attended (including telephonic attendance) regardless of whether such committee meeting was held on the same day as a meeting of the full Board. For services in 2024, we paid additional cash fees of $25,000 to the Chair of each of the Audit Committee and Social Impact Committee and $10,000 to the Chair of each of the Nominating and Corporate Governance Committee and Compensation Committee. We expect these cash fees to remain the same for service during 2025, as set forth in Exhibit 10.8 to our Form 10-K filed with the SEC on March 13, 2025. For more on our independent directors, please see the “Corporate Governance” section of this Proxy Statement. On January 2, 2025, each independent director serving at that time received an award of 1,150 shares of Common Stock. Each award vests in two equal annual installments and is subject to other terms and conditions imposed by the Fourth Amended and Restated 2014 Equity Incentive Plan (the “Fourth Amended 2014 Plan”) and the standard form of award agreement under such plan. All directors are reimbursed for expenses incurred in connection with their attendance at meetings of the Board or its committees. We do not currently provide our non-independent directors with any additional compensation, including equity grants, for their service on the Board, except for reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board. The following table sets forth information concerning the compensation of our non-management directors for the year ended December 31, 2024.
Director Compensation
Director Compensation
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards(1)(2) | All Other Compensation | Total | | Denise M. Harrod | $96,000 | $75,360 | $30,000(3) | $201,360 | | Deal W. Hudson | $87,000 | $75,360 | — | $162,360 | | Joann G. Jones | $85,500 | $75,360 | — | $160,860 | | Dennis H. James, Jr. | $94,500 | $75,360 | — | $169,860 | | Mack F. Mattingly | $75,500 | $75,360 | — | $150,860 |
Director Compensation
| (1) As of December 31, 2024, our non-management directors held the following equity awards: |
Director Compensation
| Name | Shares of Restricted Stock | | Denise M. Harrod | 3,150 | | Deal W. Hudson | 3,150 | | Dennis H. James, Jr. | 3,150 | | Joann G. Jones | 3,150 | | Mack F. Mattingly | 3,150 |
Director Compensation
| (2) Reflects the aggregate grant date fair value of each stock award, which was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718. The grant date fair value was determined by reference to the closing price of the Common Stock on the grant date. For additional information, see Note 14 “Stock-Based Compensation” to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 13, 2025. |
Director Compensation
| (3) Represents fees received for consulting services. |
Pay Versus Performance
Pay Versus Performance Overview As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our principal executive officer (“PEO”) and the average of our other NEOs and certain of our financial performance measures. Compensation actually paid, as determined under SEC requirements, does not fully represent the actual final amount of compensation earned by, or paid to, our NEOs during the applicable years. The Compensation Committee did not use the information displayed in the tables below, including the calculation of compensation actually paid, as a basis for making compensation decisions. Pay Versus Performance Table The table below sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2024, 2023 and 2022:
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO (a) | Compensation Actually Paid to PEO (b) | Average Summary Compensation Table total for Non-PEO NEOs (c) | Average Compensation Actually Paid to Non-PEO NEOs (d) | Atlanticus Total Shareholder Return (e) | Net Income ($thousands) (f) | | 2024 | $1,812,375 | $2,904,947 | $1,871,831 | $2,236,120 | $78.21 | $110,106 | | 2023 | $2,049,906 | $2,594,009 | $1,868,381 | $2,045,970 | $54.22 | $101,954 | | 2022 | $2,189,624 | $398,008 | $2,144,495 | $2,018,996 | $36.74 | $134,612 |
Pay Versus Performance
Column (a). Reflects compensation amounts reported in the Summary Compensation Table. For 2024, 2023 and 2022, the PEO was Jeffrey A. Howard. Column (b). Reflects the respective amounts set forth in column (a) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and computed in accordance with the methodology used for financial reporting purposes. The dollar amounts reflected in column (b) of the table above do not reflect the actual amount of compensation earned, realized, or received by the PEO during the applicable year, with a significant portion of the value subject to forfeiture in the event that the underlying vesting conditions with respect to the equity awards are not achieved.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO | Less: Summary Compensation Table Total Equity (Stock Awards + Option Awards) | Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year | Plus: Change in Fair Value of Outstanding Unvested Stock and Option Awards From Prior Years | Plus: Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | Less: Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year ($) | Compensation Actually Paid to PEO | | 2024 | $1,812,375 | $477,025 | $865,315 | $435,330 | $268,952 | — | $2,904,947 | | 2023 | $2,049,906 | $715,006 | $1,102,443 | $157,783 | $(1,117) | — | $2,594,009 | | 2022 | $2,189,624 | $860,049 | $494,368 | $(14,280) | $(1,411,655) | — | $398,008 |
Pay Versus Performance
Column (c). Reflects compensation amounts reported in the Summary Compensation Table. David G. Hanna and William R. McCamey are the non-PEO NEOs included in the average amounts shown. Column (d). Reflects the respective amounts set forth in column (c) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and computed in accordance with the methodology used for financial reporting purposes. The dollar amounts reflected in column (d) of the table above do not reflect the actual amount of compensation earned, realized, or received by the non-PEO NEOs during the applicable year, with a significant portion of the value subject to forfeiture in the event that the underlying vesting conditions with respect to the equity awards are not achieved.
Pay Versus Performance
| Year | Summary Compensation Table Total for Non-PEO NEOs | Less: Summary Compensation Table Total Equity (Stock Awards + Option Awards) | Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year | Plus: Change in Fair Value of Outstanding Unvested Stock and Option Awards From Prior Years | Plus: Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | Less: Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year ($) | Compensation Actually Paid to Non-PEO NEOs | | 2024 | $1,871,831 | $166,512 | $302,049 | $143,741 | $85,011 | — | $2,236,120 | | 2023 | $1,868,381 | $250,010 | $385,482 | $42,411 | $(294) | — | $2,045,970 | | 2022 | $2,144,495 | $230,020 | $132,219 | $(14,280) | $(13,418) | — | $2,018,996 |
Pay Versus Performance
Column (e). For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of Atlanticus through December 31 of the applicable fiscal year, assuming $100 was invested on December 31, 2021. Column (f). Reflects Net Income in Atlanticus’ Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023 and 2022. Relationship Between Compensation Actually Paid and Certain Financial Performance Measures The following graphs illustrate the relationship between compensation actually paid to our PEO and other NEOs in 2024, 2023 and 2022 and certain financial performance measures.
Relationship Between Compensation Actually Paid and TSR
Relationship Between Compensation Actually Paid and TSR The following graph illustrates the relationship between compensation actually paid to our PEO and other NEOs, the cumulative total shareholder return (“TSR”) on $100 investing in Atlanticus’ Common Stock at the close of the market on December 31, 2021, with dividends reinvested on the date paid through December 31, 2024.
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Net Income The following graph illustrates the relationship between compensation actually paid to our PEO and other NEOs and Atlanticus’ Net Income in 2024, 2023 and 2022.