DEF 14A of Atlanticus Holdings Corp
Filed Apr 10, 2026 · FY20250001437749-26-012028
Election of Directors
Election of Directors Action will be taken at the Annual Meeting for the election of seven directors. Each director elected at the Annual Meeting will serve until the 2027 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 terms of Deal W. Hudson and Mack F. Mattingly expire at this year’s Annual Meeting, and they have decided not to stand for re-election. The Board is grateful to Mr. Hudson and Senator Mattingly for their dedication, many years of service and contributions as directors of Atlanticus. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated for election at the Annual Meeting the other five current directors and two new nominees standing for election for the first time – Brinkley Dickerson and Blake Paulson. Mr. Dickerson and Mr. Paulson were recommended to the Nominating and Corporate Governance Committee by current directors. The name, age as of the record date, principal occupation for the last five years, selected biographical information and, if a current director, the 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 Brinkley Dickerson, age 69. Mr. Dickerson served as a partner of Troutman Pepper Locke LLP, one of the nation’s largest law firms, from 1998 until his retirement in December 2025. His legal practice focused on advising a diverse group of publicly-traded and private companies, their boards and senior management with respect to their ongoing legal needs, particularly in the areas of securities law, corporate governance, and mergers and acquisitions. Several of his clients were active in consumer lending and financial technology. While a partner at Troutman, Mr. Dickerson was responsible for the financial performance of Troutman’s 300+ transactional attorneys, chaired the firm’s Retirement and Disability Committee and oversaw $2+ billion in investments, and chaired the firm’s Technology Committee, including the security of its systems and the deployment of new technology. Since his retirement from Troutman, he has served as an independent consultant. He holds bachelor’s, MBA and J.D. degrees from Emory University. Mr. Dickerson’s experience will provide the Board with insight into finance, accounting and human resources, as well as extensive insight into the regulation of consumer credit. He does not provide legal advice to Atlanticus or the other directors. David G. Hanna, age 61. 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 36 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 66. Ms. Harrod became a director in 2021. She has more than 35 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 56. 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 25 years with Atlanticus provide the Board with an intimate understanding of the company’s operations and insightful institutional knowledge. In addition to his 25 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. Dennis H. James, Jr., age 55. 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 MBA from the Wharton School of the University of Pennsylvania. Mr. James serves as Chair of the Advisory Board 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 62. Ms. Jones became a director in 2021. She has served as a partner of Baker & Hostetler LLP, 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 36 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. She does not provide legal advice to Atlanticus or the other directors. Blake Paulson, age 61. From 1986 through his retirement in August 2022, Mr. Paulson served in various roles with the Office of the Comptroller of the Currency (the “OCC”), which charters, regulates and supervises all U.S. national banks and federal savings associations as well as federal branches and agencies of foreign banks. He served as Acting Comptroller of the Currency from January 2021 until May 2021. From June 2020 to July 2021, Mr. Paulson served as the Senior Deputy Comptroller and Chief Operating Officer of the OCC and was responsible for bank supervision and management operations. He served as Senior Deputy Comptroller for Midsize and Community Bank Supervision from December 2019 to June 2020 and was responsible for the supervision of over 1,000 federally chartered banks. He served as Senior Deputy Comptroller Supervision Risk and Analysis from July 2021 to August 2022. In this position, Mr. Paulson oversaw the OCC’s staff responsible for systemic risk identification support and specialty supervision, supervision system and analytical support, economic and policy analysis and risk analysis. He was designated the Chief National Bank Examiner in April 2020. Since his retirement from the OCC, he has been an independent consultant, advising banks and fintech companies. He also serves as a Board member and Board Observer for community banks, including Axiom Bank, N.A. and United Texas Bank. Mr. Paulson earned his bachelor’s degree from the University of South Dakota. His experience as a bank examiner, federal banking regulatory leader and community bank director will provide the Board with insight into the regulation of financial institutions and the oversight of lending and financial reporting.
Overview of Atlanticus’ Executive Compensation
Overview of Atlanticus’ Executive Compensation The Compensation Committee has designed individual compensation packages for the NEOs that it believes are competitive with other positions in the marketplace that are suitable for each executive based on his skills and experience. In March 2021, Mr. Hanna transitioned from Chief Executive Officer to Executive Chairman of the Board. Historically, Mr. Hanna primarily has been compensated through base salary and the use by Mr. Hanna and members of his family of charter jet service for personal purposes and at our expense. Given the significant time that Mr. Hanna continues to dedicate to service as an executive officer, the Compensation Committee did not make any changes to his compensation when he transitioned to Executive Chairman of the Board. For 2025, Mr. Hanna received a salary of $600,000 and did not receive a cash bonus or equity award. In March 2021, Mr. Howard was promoted to President and Chief Executive Officer. Historically, Mr. Howard has been compensated primarily through base salary, cash bonus and restricted stock and stock option awards that vest over the course of multiple years. For 2025, Mr. Howard’s base salary was $850,000. In March 2026, the Compensation Committee increased Mr. Howard’s base salary to $1,000,000, effective April 1, 2026. This raise reflected Mr. Howard’s strong job performance. For 2025, Mr. Howard received a cash bonus of $1,000,000, which equaled approximately 117.6% of his base salary. The bonus award represents Atlanticus’ strong 2025 operating and financial performance and Mr. Howard’s contributions thereto. In March 2025, Mr. Howard received an award of 4,651 shares of restricted stock, vesting in three substantially equal annual installments, for his 2024 performance. For his performance in 2025, Mr. Howard received an award of 74,294 shares of restricted stock, vesting in three substantially equal annual installments, in March 2026. Historically, Mr. McCamey has been compensated primarily through base salary, cash bonus and restricted stock and stock option awards that vest over the course of multiple years. For 2025, Mr. McCamey received a base salary to $750,000. In March 2026, the Compensation Committee raised Mr. McCamey’s base salary to $800,000, effective April 1, 2026. This raise reflected Mr. McCamey’s strong job performance. For 2025, Mr. McCamey received a cash bonus of $750,000, which equaled 100.0% of his base salary. The bonus award represents Atlanticus’ strong 2025 operating and financial performance and Mr. McCamey’s contributions thereto. In March 2025, Mr. McCamey received an award of 3,253 shares of restricted stock, vesting in three substantially equal annual installments, for his 2024 performance. For his performance in 2025, Mr. McCamey received an award of 18,574 shares of restricted stock, vesting in three substantially equal annual installments, in March 2026.
Management’s Role in the Compensation-Setting Process
| ● | recommending salary levels and equity awards. |
Base Compensation
| ● | the recent and historical equity compensation awards granted to the executive officer; |
Performance-Based Compensation
Performance-Based Compensation Overview The Compensation Committee’s objective generally is to have a substantial portion of each officer’s compensation contingent upon Atlanticus’ performance as well as upon his or her own level of performance and contribution towards Atlanticus’ performance. Type of Equity Compensation Awards In May 2019, our shareholders approved the Atlanticus Holdings Corporation Fourth Amended and Restated 2014 Equity Incentive Plan, which we refer to as the “Fourth Amended 2014 Plan.” The Fourth Amended 2014 Plan permits the grant of any or all of the following types of equity awards: (1) incentive and nonqualified stock options; (2) stock appreciation rights; (3) restricted stock; (4) restricted stock units; (5) stock or cash-based incentive awards; (6) other stock-based awards; and (7) dividend equivalents. Equity awards may be granted either alone or in addition to or in tandem with any other type of equity award. For the last five years, our Compensation Committee has used restricted stock awards to incentivize our NEOs. Equity compensation can provide long-term incentives, such as restricted stock awards that vest over multiple years. Our Compensation Committee uses equity compensation to further align the interests of our NEOs with those of our shareholders. Restricted stock awards are stock grants that, at the time of the grant, are subject to a risk of forfeiture by the recipient if the recipient’s employment with us terminates prior to the time the risk of forfeiture lapses. The risk of forfeiture for restricted stock awards generally lapses, or the shares vest, over a number of years, although some awards may vest in a single “cliff” vesting. We use restricted stock awards as part of long-term compensation, to retain executives over the vesting period of the shares and to align the interests of our NEOs with those of our shareholders by providing a compensation element that increases or decreases with the performance of our Common Stock. The Compensation Committee selects the type of equity compensation awards to be made available to our NEOs based on its assessment of the incentives provided by each award, and the potential impact to our financial results. The Compensation Committee also considers the forms and amounts of outstanding equity awards held by our NEOs, the financial accounting and tax treatment on Atlanticus, and the tax treatment to our NEOs, in determining the form and amount of equity compensation to award. Size of Equity Compensation Awards Mr. Howard received restricted stock awards for 4,651 shares, 15,513 shares and 28,509 shares in 2025, 2024 and 2023, respectively. Mr. McCamey received restricted stock awards for 3,253 shares, 10,830 shares and 19,937 shares in 2025, 2024 and 2023, respectively. Mr. Hanna did not receive an equity award in the last three years. Information regarding the amounts of equity compensation that have been awarded to the NEOs in the past three years is provided below under “Executive and Director Compensation—Executive Compensation.” Cash Bonuses Our Compensation Committee does not maintain a formal cash bonus compensation plan. Rather, following the end of each fiscal year, the Compensation Committee reviews Atlanticus’ operating and financial performance, the individual performance of each of the NEOs and the other elements of each NEO’s compensation. Based on this evaluation of the 2025 fiscal year, the Compensation Committee awarded Mr. Howard a cash bonus of $1,000,000 and awarded Mr. McCamey a cash bonus of $750,000. These bonuses equal approximately 117.6% and 100.0%, respectively, of Mr. Howard’s and Mr. McCamey’s base salary. The bonus awards represent Atlanticus’ strong 2025 operating and financial performance and their contributions thereto. Given Mr. Hanna’s significant equity holdings in Atlanticus, the Compensation Committee has not previously awarded significant cash bonuses to Mr. Hanna.
Severance Arrangements
Severance Arrangements None of the employment agreements for the NEOs provides for severance or other benefits upon termination of employment. The employment agreement for each of Mr. Howard and Mr. McCamey provides that if his employment is terminated upon his death or “complete disability” or by Atlanticus other than for “cause,” his outstanding equity awards shall vest immediately.
Change of Control Arrangements
Change of Control Arrangements There are no change of control agreements between Atlanticus and any of our NEOs. The Fourth Amended 2014 Plan provides that in the event of a “change of control,” the Compensation Committee in its discretion may terminate outstanding equity awards by (i) giving the participants an opportunity to exercise the equity awards that are then exercisable and then terminating, without any payment, all equity awards that have not been exercised (including those that were not exercisable) as of the change of control or (ii) paying the participant the value of the equity awards that are then vested, exercisable or payable as of the change of control (without payment for any equity awards that are not then vested, exercisable or payable or that have no value). Alternatively, the Compensation Committee may take such other action as the Compensation Committee determines to be reasonable under the circumstances to permit the participant to realize the value of the equity award in connection with a change of control. The Compensation Committee may provide that a participant’s outstanding equity awards become fully exercisable, non-forfeitable or payable on and after a change of control or immediately before the date the equity awards will be terminated in connection with a change of control. Equity awards will not be terminated to the extent they are to be continued after the change of control.
Governance Policies
Governance Policies Compensation Recovery Policies. We have “clawback” policies providing for the adjustment or recovery of compensation in certain circumstances. Our Clawback Policy is applicable to executive officers, was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025, is structured to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and became effective on October 2, 2023. Under this policy, if we are required to restate our financial statements, we are generally required to recover reasonably promptly from any current or former executive officer any incentive-based compensation that would not have been paid but for the incorrect financial statements. The recovery requirement applies to incentive-based compensation received during the three fiscal years preceding the restatement. Incentive-based compensation is any compensation that is granted, earned or vested, based on the achievement of a financial reporting measure. In addition to the Clawback Policy, we adopted the Executive Compensation and Adjustment and Recovery Policy in 2007. Under that policy, the Board or a committee thereof will evaluate in appropriate circumstances whether to seek the reimbursement of certain compensation awards paid to an executive officer if such executive engages in misconduct that caused or partially caused a restatement of financial results, in accordance with section 304 of the Sarbanes-Oxley Act of 2002. If circumstances warrant, we will seek the return of appropriate portions of the executive officer’s compensation for the relevant period, as provided by law. Hedging. Our executive officers and directors are prohibited from conducting any short sales of Atlanticus Common Stock. Other than this prohibition, we do not have any policies regarding the ability to purchase financial instruments, or otherwise engage in transactions, that hedge or offset the economic risk of equity ownership applicable to our employees or directors. Risk Management related to Compensation Policies and Practices. We do not believe that our compensation policies and practices encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on Atlanticus. The design of our compensation policies and practices encourages our employees to remain focused on both our short- and long-term goals. For example, while cash bonuses are based on annual performance, our equity awards typically vest over a number of years, which we believe encourages our employees to focus on sustained stock price appreciation, thus limiting the potential value of excessive risk-taking. Policies and Practices Related to the Timing of Grants of Certain Equity Awards. The Compensation Committee and senior management monitor Atlanticus’ equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. When making regular annual equity grants, including stock options, the Compensation Committee’s practice is to approve them at its meeting in mid-March of each year following the filing of Atlanticus’ Form 10-K for the last fiscal year, as part of the annual compensation review. In addition, the Compensation Committee may make grants at other times during the year for new hires or for other reasons, including for job promotions and retention purposes. Given the Compensation Committee’s regular meeting schedule, the proximity of any awards to other significant corporate events is coincidental. We do not time our equity awards to take advantage of the release of earnings or other major announcements by us or market conditions. During 2025, no stock option grants, stock appreciation rights or similar option-like awards were made to any of our NEOs during any period beginning four business days before the filing or furnishing of a periodic report or current report and ending one business day after the filing or furnishing of any such report with the SEC.
Executive and Director Compensation
Executive and Director Compensation
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 | 2025 | $600,000 | — | — | — | $2,031,015(2) | $2,631,015 | | Executive Chairman of the Board | 2024 | $600,000 | — | — | — | $1,718,288(2) | $2,318,288 | | | 2023 | $600,000 | — | — | — | $1,544,841(2) | $2,144,841 | | Jeffrey A. Howard | 2025 | $850,000 | $1,000,000 | $238,503 | — | $10,500(3) | $2,099,003 | | President and Chief Executive Officer | 2024 | $850,000 | $475,000 | $477,025 | — | $10,350(3) | $1.812,375 | | | 2023 | $850,000 | $475,000 | $715,006 | — | $9,900(3) | $2,049,906 | | William R. McCamey | 2025 | $750,000 | $750,000 | $166,814 | — | $10,500(3) | $1,677,314 | | Chief Financial Officer | 2024 | $750,000 | $332,000 | $333,023 | — | $10,350(3) | $1,425,373 | | | 2023 | $750,000 | $332,000 | $500,020 | — | $9,900(3) | $1,591,920 |
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 15 “Stock-Based Compensation” to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 12, 2026. |
Summary Compensation Table
| (2) Reflects (i) $2,020,515, $1,707,938 and $1,534,941 for 2025, 2024 and 2023, 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) $10,500, $10,350 and $9,900 in 2025, 2024 and 2023, 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 grants of plan-based awards to our NEOs in 2025.
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock(#) | Grant Date Fair Value of Stock Awards | | David G. Hanna | — | — | — | | Jeffrey A. Howard | March 20, 2025 | 4,651 | $238,503 | | William R. McCamey | March 20, 2025 | 3,253 | $166,814 |
Grants of Plan-Based Awards
The following table sets forth information concerning outstanding equity awards held by our NEOs at December 31, 2025.
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025
| | | 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 | — | — | — | — | — | — | — | — | | Jeffrey A. Howard | 3/14/2022 | — | — | — | — | — | 220(1) | $14,729 | | | 3/13/2023 | — | — | — | — | — | 9,503(2) | $636,226 | | | 3/8/2024 | — | — | — | — | — | 10,342(3) | $692,397 | | | 3/20/2025 | — | — | — | — | — | 4,651(4) | $311,384 | | William R. McCamey | 3/14/2022 | — | — | — | — | — | 220(1) | $14,729 | | | 3/13/2023 | — | — | — | — | — | 6,645(2) | $444,883 | | | 3/8/2024 | — | — | — | — | — | 7,220(3) | $483,379 | | | 3/20/2025 | — | — | — | — | — | 3,253(4) | $217,788 |
Outstanding Equity Awards at December 31, 2025
| (1) This restricted stock award vests on March 14, 2027. | | (2) This restricted stock award vests on March 13, 2026. | | (3) This restricted stock award vests in two equal installments on March 8, 2026 and March 8, 2027. | | (4) This restricted stock award vests in three substantially equal installments on March 20, 2026, March 20, 2027 and March 20, 2028. |
Outstanding Equity Awards at December 31, 2025
The following table sets forth information concerning options that were exercised by our NEOs during 2025 and stock awards held by our NEOs that vested during 2025.
Option Exercises and Stock Vested
Option Exercises and Stock Vested
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting | | David G. Hanna | 1,000 | $43,750 | — | — | | Jeffrey A. Howard | 1,000 | $38,710 | — | — | | | — | — | 6,217 | $302,395 | | | — | — | 9,503 | $415,376 | | | — | — | 5,171 | $238,176 | | William R. McCamey | 1,000 | $36,390 | — | — | | | — | — | 3,291 | $160,074 | | | — | — | 6,646 | $290,497 | | | — | — | 3,610 | $166,277 |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control As described under “—NEO Employment Agreements,” we have entered into employment agreements with Messrs. Hanna, Howard and McCamey. None of the employment agreements for the NEOs provides for severance or other benefits upon termination of employment. The employment agreement for each of Mr. Howard and Mr. McCamey provides that if his employment is terminated upon his death or “complete disability” or by Atlanticus other than for “cause,” his outstanding equity awards shall vest immediately. The following table quantifies the payments and benefits that each NEO would receive assuming his respective employment were terminated, or upon a change of control, on the last day of our most recent fiscal year, December 31, 2025, for the reason set forth in each of the columns.
Potential Payments Upon Termination or Change of Control
| | Termination Due to Disability or Death(1) | Termination Without Cause or With Good Reason(1) | Termination With Cause or Without Good Reason | Change of Control(2) | | David G. Hanna | | | | | | Salary | $50,000(3) | $50,000(4)(5) | –(6) | –(6) | | Bonus | – | – | – | – | | Value of acceleration of unvested equity awards | – | – | – | – | | Health and welfare benefits | $1,383(3) | $1,383(4) | – | – | | Total | $51,383 | $51,383 | – | – | | Jeffrey A. Howard | | | | | | Salary | $70,833(3) | $70,833(4) | –(6) | –(6) | | Bonus | – | – | – | – | | Value of acceleration of unvested equity awards | $1,654,736(7) | $1,654,736(7) | – | – | | Health and welfare benefits | $2,206(3) | $2,206(4) | – | – | | Total | $1,727,775 | $1,727,775 | – | – | | William R. McCamey | | | | | | Salary | $62,500(3) | $62,500(4) | –(6) | –(6) | | Bonus | – | – | – | – | | Value of acceleration of unvested equity awards | $1,160,779(7) | $1,160,779(7) | – | – | | Health and welfare benefits | $2,206(3) | $2,206(4) | – | – | | Total | $1,225,485 | $1,225,485 | – | – |
Potential Payments Upon Termination or Change of Control
| (1) The payments and benefits would be provided in accordance with normal payroll practices. |
Potential Payments Upon Termination or Change of Control
| (2) Assumes that the NEO is not terminated in connection with the change of control. If the NEO is terminated in connection with a change of control, the termination may qualify as a termination without cause or with good reason. |
Potential Payments Upon Termination or Change of Control
| (3) The NEO may be terminated on 30 days’ notice in the event of a “complete disability.” The amount shown represents the amount required to be paid during this 30-day termination period. |
Potential Payments Upon Termination or Change of Control
| (4) The NEO may be terminated on 30 days’ notice. The amount shown represents the amount required to be paid during this 30-day termination period. |
Potential Payments Upon Termination or Change of Control
| (5) If Atlanticus pays the NEO his salary for one year after the termination date, the NEO will be bound by a covenant against competition. |
Potential Payments Upon Termination or Change of Control
| (6) The NEO is entitled to any salary earned up until his termination. |
Potential Payments Upon Termination or Change of Control
| (7) Represents the value of accelerating the vesting of the unvested portion of restricted stock held by the NEO as of December 31, 2025. The amount shown with respect to a restricted stock award was calculated based on the intrinsic value of the restricted stock award, which was calculated based on the closing market price of our Common Stock on Nasdaq on December 31, 2025. For more information regarding equity awards held by the NEOs as of December 31, 2025, see “—Outstanding Equity Awards at December 31, 2025.” |
Director Compensation
Director Compensation During fiscal year 2025, 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 2025, 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. For service during 2026, we will pay each of our independent directors an annual fee of $80,000 in cash for directorship services. In addition, independent directors will receive 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 2026, we will pay additional cash fees of $25,000 to the Chair of each of the Audit Committee and Social Impact Committee and $15,000 to the Chair of each of the Nominating and Corporate Governance Committee and Compensation Committee. For more on our independent directors, please see the “Corporate Governance” section of this Proxy Statement. On January 2, 2026, each independent director serving at that time received an award of 1,050 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 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, 2025.
Director Compensation
Director Compensation
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards(1)(2) | All Other Compensation | Total | | Denise M. Harrod | $105,000 | $63,066 | $30,000(3) | $198,066 | | Deal W. Hudson | $96,000 | $63,066 | — | $159,066 | | Joann G. Jones | $90,000 | $63,066 | — | $153,066 | | Dennis H. James, Jr. | $99,000 | $63,066 | — | $162,066 | | Mack F. Mattingly | $80,000 | $63,066 | — | $143,066 |
Director Compensation
| (1) As of December 31, 2025, our non-management directors held the following equity awards: |
Director Compensation
| Name | Shares of Restricted Stock | | Denise M. Harrod | 2,150 | | Deal W. Hudson | 2,150 | | Dennis H. James, Jr. | 2,150 | | Joann G. Jones | 2,150 | | Mack F. Mattingly | 2,150 |
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 15 “Stock-Based Compensation” to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 12, 2026. |
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. For further information regarding Atlanticus’ compensation philosophy, see “Compensation Discussion and Analysis.” Pay Versus Performance Table The table below sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2025, 2024, 2023, 2022 and 2021:
Pay Versus Performance
| | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO (a) | | Compensation Actually Paid to PEO (b) | | Average Summary Compensation Table total for Non-PEO NEOs (c) | Average Compensation Actually Paid to Non-PEO NEOs (d) | Atlanticus Total Shareholder Return (e) | Peer Group Total Shareholder Return (f) | Net Income ($thousands) (g) | Company Selected Measure (CSM) - Total Revenue ($thousands) (h) | | | First PEO | Second PEO | First PEO | Second PEO | | | | | | | | 2025 | $2,099,003 | N/A | $2,629,363 | N/A | $2,154,165 | $2,333,976 | $271.82 | $158.24 | $120,609 | $1,968,399 | | 2024 | $1,812,375 | N/A | $2,904,947 | N/A | $1,871,831 | $2,236,120 | $226.47 | $137.11 | $110,106 | $1,311,444 | | 2023 | $2,049,906 | N/A | $2,594,009 | N/A | $1,868,381 | $2,045,970 | $157.00 | $109.23 | $101,954 | $1,155,876 | | 2022 | $2,189,624 | N/A | $398,008 | N/A | $2,144,495 | $2,018,996 | $106.37 | $96.53 | $134,612 | $1,046,913 | | 2021 | $1,672,241 | $1,652,267 | $1,719,163 | $18,083,032 | $1,462,683 | $6,083,605 | $289.57 | $127.24 | $177,789 | $748,056 |
Pay Versus Performance
Column (a). Reflects compensation amounts reported in the Summary Compensation Table. For 2025, 2024, 2023 and 2022, the PEO was Jeffrey A. Howard. For 2021, the first PEO was David G. Hanna and the second PEO was Jeffrey A. Howard. Column (b). Reflects the respective amounts set forth in column (a) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and computed in accordance with the methodology used for financial reporting purposes. The dollar amounts reflected in column (b) of the table above do not reflect the actual amount of compensation earned, realized, or received by the PEO during the applicable year, with a significant portion of the value subject to forfeiture in the event that the underlying vesting conditions with respect to the equity awards are not achieved. For information regarding the decisions made by our Compensation Committee in regard to the PEO’s compensation for each fiscal year, see “Compensation Discussion and Analysis” and “Executive and Director Compensation—Executive Compensation.”
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO | Less: Summary Compensation Table Total Equity (Stock Awards + Option Awards) | Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year | Plus: Change in Fair Value of Outstanding Unvested Stock and Option Awards From Prior Years | Plus: Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | Less: Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year ($) | Compensation Actually Paid to PEO | | 2025 | $2,099,003 | $238,503 | $311,384 | $224,126 | $233,352 | — | $2,629,363 | | 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 | | 2021 | | | | | | | | | First PEO | $1,672,241 | — | — | $28,902 | $18,020 | — | $1,719,163 | | 2021 | | | | | | | | | Second PEO | $1,652,267 | — | — | $9,078,015 | $7,352,750 | — | $18,083,032 |
Pay Versus Performance
Column (c). Reflects compensation amounts reported in the Summary Compensation Table. The following non-PEO NEOs are included in the average amounts shown: 2024: David G. Hanna and William R. McCamey 2023: David G. Hanna and William R. McCamey 2022: David G. Hanna and William R. McCamey 2021: William R. McCamey Column (d). Reflects the respective amounts set forth in column (c) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and computed in accordance with the methodology used for financial reporting purposes. The dollar amounts reflected in column (d) of the table above do not reflect the actual amount of compensation earned, realized, or received by the non-PEO NEOs during the applicable year, with a significant portion of the value subject to forfeiture in the event that the underlying vesting conditions with respect to the equity awards are not achieved. For information regarding the decisions made by our Compensation Committee in regard to the PEO’s compensation for each fiscal year, see “Compensation Discussion and Analysis” and “Executive and Director Compensation—Executive Compensation.”
Pay Versus Performance
| Year | Summary Compensation Table Total for Non-PEO NEOs | Less: Summary Compensation Table Total Equity (Stock Awards + Option Awards) | Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year | Plus: Change in Fair Value of Outstanding Unvested Stock and Option Awards From Prior Years | Plus: Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 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 | | 2025 | $2,154,165 | $83,407 | $108,894 | $78,665 | $75,660 | — | $2,333,976 | | 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 | | 2021 | $1,462,683 | — | — | $28,902 | $4,592,020 | — | $6,083,605 |
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, 2020 and reinvestment of dividends. Column (f). For the relevant fiscal year, represents the cumulative TSR of the Nasdaq Financial 100 (“Peer Group TSR”) through December 31 of the applicable fiscal year, assuming $100 was invested on December 31, 2020 and reinvestment of dividends. Column (g). 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, 2025, 2024, 2023, 2022 and 2021. Column (h). Company Selected Measure (“CSM”) is Total Revenue from Atlanticus’ Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021. 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 2025, 2024, 2023, 2022 and 2021 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, 2020, with dividends reinvested on the date paid through December 31, 2025, and the cumulative Peer Group TSR. The Peer Group TSR is calculated in a similar manner to Atlanticus’ TSR.
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 2025, 2024, 2023, 2022 and 2021.
Relationship Between Compensation Actually Paid and Total Revenue
Relationship Between Compensation Actually Paid and Total Revenue The following graph illustrates the relationship between compensation actually paid to our PEO and other NEOs and Atlanticus’ Total Revenue in 2025, 2024, 2023, 2022 and 2021. Most Important Performance Measures We believe the following performance measures represent the most important financial performance measures used by our Compensation Committee to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2025: Total Revenue Net Income Attributable to Common Shareholders Per Common Share – Diluted Total Assets
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our Chief Executive Officer, our PEO, and the median of the annual total compensation of all employees of Atlanticus and our consolidated subsidiaries, except our Chief Executive Officer, on December 31, 2025 (the “Determination Date”). For 2025, our last completed fiscal year:
CEO Pay Ratio
| ● | the annual total compensation of our Chief Executive Officer was $2,099,003; |
CEO Pay Ratio
| ● | the median of the annual total compensation of all employees of Atlanticus and our consolidated subsidiaries (other than the Chief Executive Officer) was $125,000; and |
CEO Pay Ratio
| ● | the ratio between the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees of Atlanticus and our consolidated subsidiaries was estimated to be 17 to 1. |
CEO Pay Ratio
See “—Executive Compensation—Summary Compensation Table” for more information about the total compensation of our Chief Executive Officer, Mr. Howard. To identify the median of the total compensation of all employees of Atlanticus and our consolidated subsidiaries (excluding our Chief Executive Officer), we first determined our employee population as of the Determination Date. We measured compensation for all full-time, part-time, seasonal and temporary employees of Atlanticus and our consolidated subsidiaries as of the Determination Date, excluding Mr. Howard and, as permitted by Item 402(u) of Regulation S-K, excluding any independent contractors or “leased” workers. We then measured compensation for the period beginning on January 1, 2025 and ending on December 31, 2025 for these employees. This compensation measurement was calculated by totaling, for each employee, gross taxable earnings, including salary, wages and other compensation as shown in our payroll and human resources records for 2025. A portion of our employee workforce worked for less than the full fiscal year due to commencing employment after the beginning of the fiscal year. In determining the median paid employee, as permitted by Item 402(u) of Regulation S-K, we annualized the compensation for any such individuals who were full-time or part-time. After identifying the median paid employee for 2025, we calculated the annual total compensation for 2025 for such employee using the same methodology we used for our NEOs as set forth in the Summary Compensation Table. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the Chief Executive Officer pay ratio, and other companies may use different assumptions, adjustments, exclusions, or estimates in calculating their Chief Executive Officer pay ratio. Accordingly, Chief Executive Officer pay ratio disclosures may involve a degree of imprecision and may be inconsistent in methodology among different companies. Therefore, the Chief Executive Officer pay ratio disclosed by other companies may not be comparable to our Chief Executive Officer pay ratio as disclosed above. The pay ratio disclosed above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above.