DEF 14A of PROG Holdings, Inc., Apr 5, 2024

DEF 14A of PROG Holdings, Inc.

Filed Apr 5, 2024 · FY20230001808834-24-000057

Open on EDGAR

  1. Table of Contents

    | Employee Stock Purchase Plan | 54 | | Outstanding Equity awards at 2023 Fiscal Year-End | 55 | | Options Exercised and Stock Vested in Fiscal Year 2023 | 56 | | Pension Benefits | 56 | | Nonqualified Deferred Compensation as of December 31, 2023 | 56 | | Potential Payments Upon Termination of Charge-in-Control | 57 | | Securities Authorized for Issuance under Equity Compensation Plans | 60 | | CEO Pay Ratio Disclosure | 61 | | Pay versus Performance | 62 | | Audit Committee Report | 65 | | Audit Matters | 68 | | Fees Billed in the Last Two Fiscal Years | 68 | | Approval of Auditor Services | 68 | | Beneficial Ownership of Common Stock | 69 | | Certain Relationships and Related Transactions | 71 | | Policies and Procedures Dealing with the Review, Approval and Ratification of Related Party Transactions | 71 | | Related Party and Other Transactions | 71 | | Additional Information | 77 | | Shareholder Proposals for 2025 Annual Meeting of Shareholders | 77 | | Householding of Annual Meeting Materials | 78 | | Communicating with the Board of Directors and Corporate Governance Documents | 78 | | Other Action at the Meeting | 79 | | Appendix A – Use of Non-GAAP Financial Information | 80 |

  2. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Our Board of Directors recommends the election of the nominees listed below, each of whom will have a term of office expiring at our 2025 Annual Meeting of Shareholders. Each nominee elected to serve as a director will hold office until the expiration of his or her term and until his or her successor is duly elected and qualified or until his or her earlier resignation, removal from office or death. If, at the time of the Annual Meeting, any of such nominees should be unable to serve, the persons named in the proxy will vote for such substitutes as our Board of Directors recommends. In no event will the proxy be voted for more than nine nominees. Our management has no reason to believe that any nominee for election at the Annual Meeting will be unable to serve if elected. The following table provides summary information about each nominee, all of whom currently serve on our Board of Directors. All of the nominees listed below have consented to serve as directors if elected. We invite you to read the more fulsome description of our director nominees under "Governance - Board of Directors".

  3. Proposal 1: Election of Directors

    | Nominee | Age | Occupation | Independent | Joined Our Board | | Kathy T. Betty | 68 | Former Owner and Chief Executive Officer Atlanta Dream (WNBA team) | Yes | August 2012 | | Douglas C. Curling | 69 | Managing Principal New Kent Capital LLC and New Kent Consulting LLC | Yes | January 2016 | | Cynthia N. Day | 58 | President and Chief Executive Officer Citizens Bancshares Corporation and Citizens Trust Bank | Yes | October 2011 | | Curtis L. Doman | 51 | Special Advisor to the President and Chief Executive Officer of PROG Holdings, Inc. | No | August 2015 | | Ray M. Martinez | 50 | Co-Founder and President of Financial Services, EVERFI, Inc. | Yes | September 2021 | | Steven A. Michaels | 52 | President and Chief Executive Officer of PROG Holdings, Inc. | No | November 2020 | | Ray M. Robinson | 76 | Former President for the Southern Region AT&T | Yes | November 2002 | | Caroline S. Sheu | 50 | Global Director, Digital and Direct-to-Consumer Marketing, Google | Yes | September 2021 | | James P. Smith | 57 | Former Executive Vice President, Head of Digital & Direct Virtual Channels Wells Fargo & Company | Yes | May 2021 |

  4. Proposal 1: Election of Directors

    Assuming a quorum is present, a nominee will be elected upon the affirmative vote of a majority of the total votes cast at the Annual Meeting, which means that the number of votes cast in favor of a nominee’s election exceeds the number of votes cast against that nominee’s election. If an incumbent director fails to receive a majority of the votes cast, the incumbent director will promptly tender his or her resignation to our Board of Directors. Our Board of Directors can then choose to accept the resignation, reject it or take such other action that our Board of Directors deems appropriate.

  5. Proposal 1: Election of Directors

    | Our Board of Directors recommends that you vote “FOR” the election of each of the nominees above. |

  6. Proposal 1: Election of Directors

    | 8 | PROG Holdings, Inc. 2024 Proxy Statement |

  7. Proposal 1: Election of Directors

    Proposal 2:

  8. Governance

    Governance Nominees to Serve as Directors

  9. Governance

    | | Biographical Information: Ms. Betty was the owner and Chief Executive Officer of the Atlanta Dream of the WNBA from 2009 to 2011. She also founded The Tradewind Group, an incubator company, where she worked until 2007. Her other experience includes serving as Executive Vice President and Partner of ScottMadden from 1993 to 2000, where she worked on international mergers and acquisitions, and working at Ernst & Young LLP from 1989 to 1993, including serving as one of the first women admitted to the partnership. Ms. Betty has served on the Board of Directors for Scott Madden since February 2019. Qualifications: Among other qualifications, Ms. Betty brings over 30 years of business management and consultancy experience to our Board of Directors. Her leadership positions in the Atlanta community include serving on the boards of the Chick-fil-A Foundation, the Alexander-Tharpe Fund, Georgia Institute of Technology, and the Board of Councilors of the Carter Center, as well as serving on the Board of Trustees for the Georgia Institute of Technology Athletic Association. She has also served on the boards of the Children’s Health Care of Atlanta Foundation, YMCA of Metropolitan Atlanta and Big Brothers Big Sisters of Atlanta. These positions, combined with Ms. Betty's service on the Board of Directors of Scott Madden and Board of Advisors for Synergy Laboratories have provided her with management, entrepreneurial, financial and accounting experience, which are utilized by our Board of Directors. These skills and experience qualify her to serve on our Board of Directors. | | Kathy T. Betty | | | Age: 68 Director Since: August 2012 Committees: Compensation; Nominating & Corporate Governance (Chair) | |

  10. Governance

    | | Biographical Information: Mr. Curling has been the managing principal of New Kent Capital LLC, a family-run investment business, and New Kent Consulting LLC, a privacy and mergers and acquisitions consulting business, since March 2009. From 1997 until September 2008, Mr. Curling held various executive positions at ChoicePoint Inc., a provider of identification and credential verification services that was sold to Reed Elsevier in 2008, including serving as President from April 2002 to September 2008, as Chief Operating Officer from 1999 to September 2008 and as Executive Vice President, Chief Financial Officer and Treasurer from 1997 to May 1999. Mr. Curling also served as a director of ChoicePoint Inc. from May 2000 to September 2008. Mr. Curling served on the Board of Directors of CoreLogic, a New York Stock Exchange listed company providing global property information, analytics and data-enabled services to financial services organizations and real estate professionals, until June 2021, when it became a private company. Qualifications: Among other qualifications, Mr. Curling brings substantial experience in managing and operating businesses with privacy, data analytics and other data-enabled matters to our Board of Directors. His prior service as a Chief Financial Officer provides him with valuable accounting and financial expertise, and his consulting experience provides him with significant mergers and acquisitions expertise, all of which is utilized by our Board of Directors. These skills and experiences qualify him to serve on our Board of Directors. | | Douglas C. Curling | | | Age: 69 Director Since: January 2016 Committees: Audit; Compensation (Chair) | |

  11. Governance

    | PROG Holdings, Inc. 2024 Proxy Statement | 11 |

  12. Governance

    | | Biographical Information: Ms. Day has been the President and Chief Executive Officer of Citizens Bancshares Corporation and Citizens Trust Bank since February 2012. Citizens Bancshares Corporation was a publicly held corporation until January 2017. She served as Chief Operating Officer and Senior Executive Vice President of Citizens Trust Bank from February 2003 to January 2012. She previously served as the Executive Vice President and Chief Operating Officer and in other capacities at Citizens Federal Savings Bank of Birmingham from 1993 until its acquisition by Citizens Trust Bank in 2003. Before joining Citizens Trust Bank, Ms. Day served as an audit manager for KPMG. Ms. Day also serves on the board of directors of Primerica, Inc., the Federal Reserve Bank of Atlanta, the National Banker’s Association, the Metro Atlanta Chamber, and the Atlanta Area Council of Boy Scouts of America. She is also a member of the Rotary Club of Atlanta, the Georgia Society of CPAs, and the AICPA. Qualifications: Among other qualifications, Ms. Day brings significant management and financial experience to our Board of Directors. Her experience in multiple senior executive leadership positions and service on other boards, provide her with accounting and financial expertise, which are utilized by our Board of Directors. In addition, the customer base served by Citizens Bancshares Corporation is very similar to that served by the Company, giving her a great understanding of their buying habits, the products they purchase and effective marketing and communication methods. These skills and experiences qualify her to serve on our Board of Directors. | | Cynthia N. Day | | | Age: 58 Director Since: October 2011 Committees: Audit (Chair); Compensation | |

  13. Governance

    | | Biographical Information: Mr. Doman currently serves as a Special Advisor to our President and Chief Executive Officer, and is a co-founder of Progressive Leasing. Previously he served as Chief Technology Officer of Progressive Leasing from 1999 until December 2017, Chief Product Officer from January 2018 until December 2019, and Chief Innovation Officer from December 2019 to February 2024. He was also President of IDS, Inc. from September 1993 until October 2015. Qualifications: Among other qualifications, Mr. Doman brings significant experience in technology and data analytics matters to our Board of Directors. Mr. Doman’s intimate knowledge of our Progressive Leasing segment, including as the creator of the dynamic decision engine used by that business in evaluating decisioning criteria for our lease products, is utilized by our Board of Directors. These skills and experiences qualify him to serve on our Board of Directors. | | Curtis L. Doman | | | Age: 51 Director Since: August 2015 Committees: N/A | |

  14. Governance

    | 12 | PROG Holdings, Inc. 2024 Proxy Statement |

  15. Governance

    | | Biographical Information: Mr. Martinez is the Co-Founder and President of Financial Services for EVERFI, Inc., an international technology company driving social change on the most challenging issues affecting society through online education, which was founded in 2008. EVERFI’s courses are implemented in K-12 schools, the workplace, and communities nationwide, reaching more than seven million learners each year. As a leader in digital learning, Mr. Martinez oversees the development of a variety of educational programs related to financial wellness, healthcare literacy, data science, and mental health, among other subjects. Mr. Martinez is a thought leader and frequent speaker and author on topics related to systemic inequality. He also serves on the board of the JumpStart Coalition for Personal Financial Literacy in Washington, D.C. Qualifications: Among other qualifications, Mr. Martinez brings consumer financial services regulatory experience to our Board, having worked closely with the Consumer Financial Protection Bureau and multiple states’ Attorneys General on financial literacy and other matters. He also has expertise leading large-scale strategic partnerships with global financial services companies, and utilizing digital technologies and data to deliver content and messaging to a wide range of businesses and consumers. Our Board of Directors utilizes these skills and experiences, and they qualify Mr. Martinez to serve on our Board of Directors. | | Ray M. Martinez | | | Age: 50 Director Since: September 2021 Committees: Audit; Nominating & Corporate Governance | |

  16. Governance

    | | Biographical Information: Mr. Michaels has served as our Chief Executive Officer since November 30, 2020. He was also named President of the Company as of April 1, 2021. From July 31, 2020 through November 2020, Mr. Michaels served as the Chief Executive Officer of the Company’s Progressive Leasing operating segment. Mr. Michaels previously served as the Company’s Chief Financial Officer and President of Strategic Operations from February 2016 until July 31, 2020, President of the Company from April 2014 until February 2016, Vice President, Strategic Planning & Business Development from 2013 until April 2014, Vice President, Finance from 2012 until April 2014 and Vice President, Finance, Aaron’s Sales & Lease Ownership Division from 2008 until 2011. Qualifications: Among other qualifications, Mr. Michaels brings significant operational and financial experience to our Board of Directors. His considerable experience in senior management, and his leadership and intimate knowledge of our business provide him with strategic and operational expertise generally and for the Company specifically, which are utilized by our Board of Directors. These skills and experiences qualify him to serve on our Board of Directors. | | Steven A. Michaels | | | Age: 52 Director Since: November 2020 Committees: N/A | |

  17. Governance

    | PROG Holdings, Inc. 2024 Proxy Statement | 13 |

  18. Governance

    | | Biographical Information: Mr. Robinson has served as our Chairman since April 2014. From November 2012 until his appointment as Chairman, Mr. Robinson was the Company’s independent lead director. Mr. Robinson started his career at AT&T in 1968, and prior to his retirement in 2003, he held several executive positions, including President of the Southern Region, its largest region, President and Chief Executive Officer of AT&T Tridom, Vice President of Operations for AT&T Business Customer Care, Vice President of AT&T Outbound Services, and Vice President of AT&T Public Relations. Mr. Robinson is also a director of FTAI Aviation Ltd., a global supplier of aircraft engines, modules and other materials associated with aircraft engine maintenance and removal, and FTAI Infrastructure, Inc., an owner and operator of assets in the energy, intermodal transport and rail market sectors in North America, all of which are public companies. Since 2003, Mr. Robinson has also served as a director and non-executive Chairman of Citizens Bancshares Corporation and its subsidiary, Citizens Trust Bank, the largest African American-owned bank in the Southeastern United States and the nation’s second largest. As of January 2017, Citizens Bancshares Corporation's stock is traded only on over-the-counter markets. Its subsidiary, Citizens Trust Bank, is not a publicly traded company. Mr. Robinson previously served as a director of RailAmerica, Inc. from 2010 to 2012, Avnet, Inc. from 2000 to 2018, Acuity Brands, Inc. from 2001 to 2023 and American Airlines Group, Inc. from 2005 to 2023. Mr. Robinson has also been Vice Chairman of the East Lake Community Foundation in Atlanta, Georgia since November 2003. Qualifications: Among other qualifications, Mr. Robinson brings experience in senior management and board service for numerous public companies to our Board of Directors. His service on the boards of a number of organizations of varying sizes provides him with extensive operational skills and governance expertise, which are utilized by our Board of Directors. These skills and experiences qualify him to serve on our Board of Directors. | | Ray M. Robinson | | | Age: 76 Director Since: November 2002 Committees: Compensation; Nominating & Corporate Governance | |

  19. Governance

    | | Biographical Information: Ms. Sheu has served as the Global Director, Digital and Direct-to-Consumer Marketing for Google, where she leads digital marketing for Google Store and drives Google's direct-to-consumer marketing vision and agenda for Google Devices & Services, since September 2020. Prior to that, she served as the Senior Vice President of North America Marketing at Ancestry, Inc. from 2017 to 2020. Ms. Sheu has also served as Vice President, Global Digital & Customer Marketing for GAP, Inc., where she led the central marketing organization and managed digital and mobile transformation initiatives across the company's omnichannel brands (Gap, Old Navy, Banana Republic, Athleta, and Intermix). Ms. Sheu has also served as Senior Vice President and Chief Marketing Officer for Care.com, the leading online marketplace for care services. Before joining Care.com, Ms. Sheu spent ten years in management positions in the digital gaming and entertainment industry, heading marketing at Disney Interactive, Sony Network Entertainment, and EA Online. Ms. Sheu has also served on the Board of Directors of Lulus since March 2023. Qualifications: Among other qualifications, Ms. Sheu has nearly twenty years of experience transforming marketing focused organizations to adapt to rapidly changing consumer and technology trends. She has significant expertise in the areas of data analytics and digital marketing, as well as optimizing marketing spending across multiple channels and platforms. She also has a proven record of driving brand engagement and loyalty. Our Board of Directors utilizes these skills and experiences, and they qualify Ms. Sheu to serve on our Board of Directors. | | Caroline Sheu | | | Age: 50 Director Since: September 2021 Committees: Audit; Nominating & Corporate Governance | |

  20. Governance

    | 14 | PROG Holdings, Inc. 2024 Proxy Statement |

  21. Governance

    | | Biographical Information: Mr. Smith served in a variety of senior management positions at Wells Fargo & Company, most recently serving as Executive Vice President, Head of Digital & Direct Virtual Channels from June 2014 to September 2020, where he was responsible for enterprise digital strategy, capabilities and channels along with enterprise responsibility for retail contact centers (phone, email, chat) and served on the Wells Fargo & Company Management Committee. Mr. Smith has also served as a founding member of the board of directors of Akoya LLC, a privately-held financial data access network that allows aggregators and fintech companies to directly connect with financial institutions to securely obtain consumer-permissioned financial data. Mr. Smith is also an external advisor to Bain & Company, a management consulting firm. Mr. Smith previously served as a member of the board of directors of clearXchange from 2011 to 2015. Mr. Smith is also a mentor for the Miller Center for Social Entrepreneurship at Santa Clara University. Qualifications: Among other qualifications, Mr. Smith brings significant fintech expertise to our Board of Directors, particularly as a leader and pioneer with over 30 years’ experience leveraging emerging technologies and data in the financial services industry, including assisting with the development of the first ever Internet Banking offering in 1995 and development of many other industry firsts including mobile banking, ApplePay, and Zelle, a digital payments network started by a consortium of U.S. banks, including Bank of America, JPMorgan Chase and Wells Fargo. His experience in senior executive leadership positions, as well as his consulting experience, driving digital strategy, transformation and product development with respect to consumer financial service offerings are utilized by our Board of Directors. These skills and experiences qualify him to serve on our Board of Directors. | | James P. Smith | | | Age: 57 Director Since: May 2021 Committees: Audit; Nominating & Corporate Governance | |

  22. Governance

    Executive Officers Who Are Not Directors Set forth below are the names and ages of each current executive officer of the Company who is not a director. All positions and offices with the Company held by each such person are also indicated.

  23. Governance

    | Name (Age) | Position with the Company and Principal Occupation During the Past Five Years | | Brian J. Garner (44) | Chief Financial Officer since December 2020. Previously, Mr. Garner served in the Company’s Progressive Leasing operating segment as Senior Vice President of Finance and Accounting from January 2019 through November 2020, Vice President of Finance and Accounting from March 2015 through December 2018, and Controller from 2012 to February 2015. | | Todd King (55) | Chief Legal and Compliance Officer since May 2023. Previously, Mr. King served as the Company's Chief Corporate Governance, Securities Law and M&A Counsel from January 2017 through April 2023. Prior to joining the Company, Mr. King served as Deputy General Counsel, Corporate Secretary, and Chief Compliance Officer of Axiall Corporation (formerly known as Georgia Gulf Corporation). | | Matt Sewell (49) | Vice President, Financial Reporting and Principal Accounting Officer since December 2020. Previously, Mr. Sewell served as Director of Financial Reporting of the Company from October 2016 through November 2020. Prior to joining the Company, Mr. Sewell served as Director of Financial Reporting of Novelis Inc. from June 2014 to October 2016. |

  24. Governance

    | PROG Holdings, Inc. 2024 Proxy Statement | 15 |

  25. Governance

    Composition, Meetings and Committees of the Board of Directors Our Board of Directors is currently comprised of nine directors having terms expiring at the Annual Meeting. Each of our directors will continue to hold office until the expiration of his or her term and until his or her successor is duly elected and qualified or until his or her earlier resignation, removal from office or death. Our Corporate Governance Guidelines include categorical standards adopted by our Board of Directors to determine director independence that meet the listing standards of the New York Stock Exchange, or “NYSE.” Our Corporate Governance Guidelines also require that at least a majority of our Board of Directors be “independent,” a requirement that aligns with the NYSE listing requirement that a majority of the Board of Directors be independent, as determined under the rules of the NYSE. Our Board of Directors has affirmatively determined that all of our directors are “independent” in accordance with NYSE listing requirements and the requirements of our Corporate Governance Guidelines, other than Mr. Michaels, our President and Chief Executive Officer, and Mr. Doman, a Special Advisor to our President and Chief Executive Officer. Our Board of Directors currently has three standing committees consisting of an Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. From time to time, our Board of Directors may establish ad-hoc committees at its discretion. Our Board of Directors has adopted a charter for each of its standing committees, copies of which are available on the Investor Relations section of our website located at investor.progholdings.com. The current members of each committee are identified in the table below:

  26. Governance

    | Director | Audit Committee* | Compensation Committee | Nominating and Corporate Governance Committee | | Kathy T. Betty | | | | | | | | | | Douglas C. Curling | | | | | | | | | | Cynthia N. Day | | | | | | | | | | Ray M. Martinez | | | | | | | | | | Ray M. Robinson | | | | | | | | | | Caroline S. Sheu | | | | | | | | | | James P. Smith | | | | | | | | | | Number of Meetings in Fiscal Year 2023 | 10 | 5 | 4 | | Member Chair | | | |

  27. Governance

    | * Each of Ms. Day and Mr. Curling has been designated as an “audit committee financial expert” as defined by Securities and Exchange Commission, or "SEC", regulations. |

  28. Meetings

    Meetings Our Board of Directors held seven meetings during 2023. The number of meetings held by each of our committees in 2023 is shown in the table above. Each of our directors attended 75% or more of the total of all meetings of our Board of Directors and the committees on which he or she served during 2023 that occurred during the time when he or she served as a director. In addition to regularly scheduled meetings of our Board of Directors, individual directors each made themselves available for consultation with management on an ad hoc basis with respect to various matters throughout the year.

  29. Meetings

    | 16 | PROG Holdings, Inc. 2024 Proxy Statement |

  30. Meetings

    It is our policy that directors are expected to attend the annual meeting of shareholders in the absence of a scheduling conflict or other valid reason. All of the individuals serving on our Board of Directors on the date of the 2023 Annual Meeting of Shareholders, May 10, 2023, attended the meeting. The non-management and independent members of our Board of Directors meet frequently in executive session, without management present. Mr. Robinson, the Chairman of our Board of Directors, chairs these meetings.

  31. Committees

    Committees

  32. Committees

    | Audit Committee | Responsibilities: The function of the Audit Committee is to assist our Board of Directors in fulfilling its oversight responsibility relating to: ▪the integrity of the Company’s consolidated financial statements; ▪the financial reporting process and the systems of internal accounting and financial controls; ▪the performance of the Company’s internal audit function and independent auditors; ▪the independent auditors’ qualifications and independence; ▪the Company’s compliance with ethics policies (including oversight and approval of related party transactions and reviewing and discussing certain calls to the Company’s ethics hotline and the Company’s investigation of and response to such calls) and legal and regulatory requirements; ▪the adequacy of the Company’s policies and procedures to assess, monitor and manage business risks including financial, regulatory and cybersecurity risks and its corporate compliance programs, including receiving quarterly reports related to such risks and programs; and ▪the adequacy of the Company's information security and privacy program and cybersecurity initiatives. The Audit Committee is directly responsible for the appointment, compensation, retention, and termination of our independent auditors, who report directly to the Audit Committee, and for recommending to our Board of Directors that the Board recommend to our shareholders that the shareholders ratify the retention of our independent auditors. In connection with its performance of these responsibilities, the Audit Committee regularly receives reports from and holds discussions with Company management, the independent auditors, and leaders from the Company’s audit services, compliance, information security, legal and enterprise risk management departments and functional areas. Many of those discussions are held in executive session with the Audit Committee. | | Members: Ms. Day (Chair) Mr. Curling Mr. Martinez Ms. Sheu Mr. Smith Number of Meetings: 10 Each member of the Audit Committee satisfies the independence requirements of the NYSE and SEC rules applicable to audit committee members, and each is financially literate. Our Board of Directors has designated each of Ms. Day and Mr. Curling as an “audit committee financial expert” as defined by SEC regulations. | |

  33. Committees

    | PROG Holdings, Inc. 2024 Proxy Statement | 17 |

  34. Committees

    | Compensation Committee | Responsibilities: The purpose of the Compensation Committee is to assist our Board of Directors in fulfilling its oversight responsibilities relating to: ▪executive and director compensation; ▪equity compensation plans and other compensation and benefit plans; and ▪other significant human resources matters. The Compensation Committee has the authority to: ▪review and approve performance goals and objectives for the named executive officers in connection with the Company’s compensation programs; ▪evaluate the performance of the named executive officers, in light of such performance goals and objectives and other matters, for compensation purposes; ▪determine the compensation of the named executive officers, including our President and Chief Executive Officer, based on such evaluations and other matters; ▪approve grants of equity incentives; and ▪consider from time to time, and recommend to our Board of Directors, changes to director compensation. Compensation Committee Interlocks and Insider Participation For the year ended December 31, 2023, the Compensation Committee consisted of Mses. Betty and Day and Messrs. Curling and Robinson, each of whom our Board of Directors determined was independent in accordance with NYSE listing requirements. No member of the Compensation Committee during 2023 is or was formerly an officer or employee of the Company or any of its subsidiaries or was a related person in a related person transaction with the Company required to be disclosed under applicable SEC rules. | | Members: Mr. Curling (Chair) Ms. Betty Ms. Day Mr. Robinson Number of Meetings: 5 Each member of the Compensation Committee satisfies the independence requirements of the NYSE applicable to compensation committee members and is a non-employee director under Rule 16b-3 of the Securities Exchange Act of 1934, or the “Exchange Act.” | |

  35. Committees

    | Nominating and Corporate Governance Committee | Responsibilities: The purpose of the Nominating and Corporate Governance Committee is to assist our Board of Directors in fulfilling its responsibilities relating to: ▪board and committee membership, organization, and function; ▪director qualifications and performance; ▪management succession; and ▪corporate governance. The duties of the Nominating and Corporate Governance Committee include: ▪from time to time, identifying and recommending to our Board of Directors individuals to be nominated for election as directors; ▪developing and recommending to our Board of Directors for adoption corporate governance principles applicable to the Company; ▪reviewing the Company's Environmental, Social and Governance, or "ESG" programs and disclosures, and monitoring and discussing ESG developments and trends; ▪discussing the self-evaluation process for the Board of Directors and its committees; ▪receiving updates about the Company's directors' and officers' insurance coverage; ▪reviewing the Company's Code of Conduct and recommending any changes to the Code to the Board of Directors; ▪discussing the Company's governmental and regulatory affairs programs and initiatives; and ▪receiving updates about the Company's director orientation and continuing education offerings. | | Members: Ms. Betty (Chair) Mr. Martinez Mr. Robinson Ms. Sheu Mr. Smith Number of Meetings: 4 Each member of the Nominating and Corporate Governance Committee satisfies the independence requirements of the NYSE. | |

  36. Committees

    | 18 | PROG Holdings, Inc. 2024 Proxy Statement |

  37. Committees

    Assessment of Director Candidates and Required Qualifications The Nominating and Corporate Governance Committee is responsible for considering and recommending to our Board of Directors nominees for election as director at our annual meeting of shareholders and nominees to fill any vacancy on our Board of Directors. Our Board of Directors, after taking into account the assessment provided by the Nominating and Corporate Governance Committee, is responsible for considering and recommending to our shareholders nominees for election as director at our annual meeting of shareholders. In accordance with our Corporate Governance Guidelines, both the Nominating and Corporate Governance Committee and our Board of Directors, in evaluating director candidates, consider the experience, talents, skills and other characteristics of each candidate and our Board of Directors as a whole in assessing potential nominees to serve as director. We believe that, at a minimum, a director should have the highest personal and professional ethics, moral character and integrity, demonstrated accomplishment in his or her field and the ability to devote sufficient time to carry out the duties of a director. To help ensure the ability to devote sufficient time to board matters, no director may serve on the board of more than four other public companies while continuing to serve on our Board of Directors, and no director that serves as chief executive officer of another company may serve on the board of more than two other public companies while continuing to serve on our Board of Directors, unless our board determines in its business judgment that such simultaneous service will not impair the director's ability to serve on our Board of Directors, and that such simultaneous service is otherwise in the best interests of the shareholders. In addition to these minimum qualifications, our Board of Directors may consider all information relevant in their business judgment to the decision of whether to nominate a particular candidate for a particular board seat. These factors may include a candidate’s professional and educational background, reputation, industry knowledge and business experience and the relevance of those characteristics to us and our Board of Directors. In addition, candidates will be evaluated on their ability to complement or contribute to the mix of talents, skills and other characteristics needed to maintain the effectiveness of our Board of Directors and their ability to fulfill the responsibilities of a director and of a member of one or more of the standing committees of our Board of Directors. We also believe that new ideas and fresh perspectives are critical to a forward-looking and strategic Board of Directors, as is the institutional knowledge and deep understanding of the Company’s business and industries that longer-tenured directors offer. Our Corporate Governance Guidelines therefore do not contain established term limits for directors, but do provide for a general policy that no person may be nominated for election to our Board of Directors or appointed to fill a vacancy on the Board of Directors if he or she will be age 75 or older upon his or her election or appointment. The Board of Directors believes that it is important to monitor its composition, skills and needs in the context of the Company’s long-term strategic goals, and, therefore, upon the recommendation of our Nominating and Corporate Governance Committee, may exercise its judgment and elect to waive this policy in individual cases when it deems appropriate. The Board of Directors believes it is important to balance refreshment of the Board of Directors with the need to retain directors who have developed, over time, significant insight into the Company and its operations and who continue to make valuable contributions to the Company that benefit our shareholders. In 2023, the Nominating and Corporate Governance Committee recommended to the Board of Directors that it grant a waiver to its retirement policy for our Chairman, Ray M. Robinson, currently age 76, to allow Mr. Robinson to be nominated for re-election to the Board of Directors at the Annual Meeting. Among others, the Board of Directors and Nominating and Corporate Governance Committee considered the following factors regarding a waiver of the retirement policy for Mr. Robinson at that time: ▪his extensive knowledge of the Company and the industries in which it operates; ▪his effective and professional leadership as our Chairman of the Board of Directors; ▪his diversity of background, knowledge and perspective; and ▪his desire and ability to continue to guide and serve the Company.

  38. Committees

    | PROG Holdings, Inc. 2024 Proxy Statement | 19 |

  39. Committees

    In connection with its annual review and recommendation of candidates to serve as nominees to our Board of Directors this year, the Nominating and Corporate Governance Committee once again considered these and other factors in recommending to the Board of Directors that it grant a waiver to its retirement policy to allow Mr. Robinson to be nominated for re-election at the Annual Meeting. In making this recommendation, the Nominating and Corporate Governance Committee also again recognized the success of the Board of Directors' recent refreshment efforts, noting that three new independent directors have been added to the Board of Directors since 2020, four of the Board of Directors' nine directors have served on the Board for less than four years and six of the Board of Directors' nine directors have served on the Board of Directors less than nine years. The Board of Directors and Nominating & Corporate Governance Committee therefore reaffirmed its view that this has continued to result in a balanced range of tenures, ensuring both continuity and fresh perspectives among our director nominees. After considering these facts and circumstances, the Board of Directors determined that it is in the best interests of the Company and its shareholders to waive the retirement policy for Mr. Robinson to allow for his nomination for election at the Annual Meeting.

  40. Non-Management Director Compensation In 2023

    Non-Management Director Compensation In 2023 The compensation program for our non-employee directors is designed to fairly compensate them for the effort and responsibility required to serve on the board of a company of our size and scope, as well as to align our directors’ interests with those of our shareholders more generally. In May 2023, our Compensation Committee, aided by its independent third-party compensation consultant and legal advisors, recommended to our Board of Directors, and our Board of Directors approved, certain adjustments to the compensation program for our non-employee directors. Such adjustments to the non-employee director compensation program were, among other things, intended to better align the non-employee director compensation program with shareholder interests and current market practices, including the median total compensation of the non-employee director compensation programs of the Company’s peer group, as well as to ensure that the Company may continue to attract qualified director candidates. As a result, the annual cash retainer for non-employee directors was increased from $75,000 to $100,000 and the value of the annual award of restricted stock units was increased from $125,000 to $150,000, which generally vests one year following the grant date. In addition, the annual cash retainer provided to our Chairman, Mr. Robinson, in recognition of the additional duties he performs by serving as our Chairman, was increased from $100,000 to $125,000. Lastly, for their additional service and related time commitments, the annual cash retainers for the chairpersons of our Audit, Compensation and Nominating and Corporate Governance Committees were increased from $20,000, $15,000 and $10,000 to $30,000, $25,000 and $20,000, respectively. Our non-employee directors may also elect to participate in our Deferred Compensation Plan. Directors who are employees of the Company receive no compensation for their service on our Board of Directors. The following table shows compensation earned by non-employee directors during 2023.

  41. Non-Management Director Compensation In 2023

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Kathy T. Betty(3) | 107,428 | 150,000 | 257,428 | | Douglas C. Curling(3) | 112,425 | 150,000 | 262,425 | | Cynthia N. Day(3) | 117,421 | 150,000 | 267,421 | | Ray M. Robinson(3) | 207,003 | 150,000 | 357,003 | | James P. Smith(3) | 91,010 | 150,000 | 241,010 | | Ray Martinez(3) | 91,010 | 150,000 | 241,010 | | Caroline Sheu(3), (4) | 91,010 | 150,000 | 241,010 |

  42. Non-Management Director Compensation In 2023

    1.Includes fees earned for services in the fourth quarter of 2023 which were paid in 2024. 2.Represents the grant date fair value of stock awards pursuant to Financial Accounting Standards Board Codification Topic 718. 3.As of December 31, 2023, each of these non-executive directors held 4,656 units of restricted stock subject to vesting, which was the number of units of restricted stock granted to them in May 2023. 4.Ms. Sheu elected to defer receipt of all of her cash retainer pursuant to the Company's Deferred Compensation Plan for 2023. The Company does not provide matching contributions under that plan with respect to non-employee directors. Stock Ownership Guidelines Under our current stock ownership guidelines, each director is expected to own or acquire shares of our common stock and common stock equivalents (including restricted stock and restricted stock units) having a value of at least $400,000 prior to the later of January 31, 2021 or four years from when the director first joined our Board of Directors. As of December 31, 2023, each of our directors is currently in compliance with the requirements established in these guidelines.

  43. Non-Management Director Compensation In 2023

    | PROG Holdings, Inc. 2024 Proxy Statement | 33 |

  44. Compensation Discussion and Analysis

    The Compensation Committee is committed to implementing executive compensation plan designs, metrics and strategies, that are intended to incent and motivate our leadership team to reach the goals set by the Compensation Committee, as discussed in further detail in this CD&A. The Compensation Committee-approved compensation programs are further designed to create a strong linkage between executive pay and the Company's financial and operational performance. For 2023, those pay-linked performance results included: ▪With respect to the Company's Annual Short-Term Incentive Program ("STIP"), the Company achieved the maximum level of performance for Adjusted EBITDA, for adding new E-commerce retailers and for achieving the Company's strategic and compliance goals. The Company also achieved slightly above threshold performance for the Company's E-Commerce GMV metric. However, no payment was earned on the portion of the STIP tied to the Company's Launch Program GMV metric. As a result, Messrs. Michaels, Garner and King earned an STIP payment equal to 165.3% of their targeted compensation. Mr. Doman did not participate in the STIP in 2023. (1) ▪With respect to the Company's Long-Term Incentive Program ("LTIP"), the Company achieved the maximum level of performance for Adjusted Pretax Income and Return on Capital. The Company fell slightly below the target level of performance for Adjusted Revenue. As a result, Messrs. Michaels, Garner, Doman and King earned an LTIP payout of 137% of the performance shares granted to them in 2023. (2) (1) We define New E-Commerce Retailers for management incentive purposes as retailers who give consumers the ability to transact completely online. We define Adjusted EBITDA used in our incentive compensation plan as Consolidated GAAP Earnings Before Income Tax Expense, adjusted to exclude: (i) depreciation and amortization expense; (ii) interest expense, net; (iii) stock-based compensation expense; (iv) restructuring expenses; (v) costs related to the cybersecurity incident; and (vi) regulatory insurance recoveries. E-Commerce GMV is the GMV from Progressive Leasing lease-to-own transactions that are completed and executed online. Launch program GMV is defined as the GMV from Progressive Leasing lease-to-own transactions achieved through a collection of products focused on making it faster and simpler for retailers to get up and running with Progressive Leasing. (2) We define Adjusted Revenue as the consolidated GAAP revenues of PROG Holdings, Inc., reduced for the amount of credit loss provision expense at Vive and Four. Adjusted Pretax Income is consolidated GAAP earnings before income tax expense, adjusted to exclude: (i) restructuring expenses; (ii) costs related to the cybersecurity incident; and (iii) regulatory insurance recoveries. Return on Capital is measured by dividing adjusted net operating profit (which we define as operating profit adjusted for restructuring expenses, costs related to the cybersecurity incident and regulatory insurance recoveries) after tax by the sum of average net debt (which we define as debt less cash and cash equivalents) and average total shareholders' equity, calculated on a quarterly basis.

  45. Our Strong Compensation Governance Practices

    | | ▪Independent Compensation Committee assisted by an independent consultant ▪We annually assess the Company's compensation policies to ensure that the features of our program do not encourage undue risk ▪All executives are "at will" employees ▪Pay mix that emphasizes performance-based compensation over fixed compensation (approximately 87% performance-based for CEO and approximately 75% for all other NEOs) ▪Pay mix that emphasizes long-term, equity-based incentives over short-term cash incentives ▪Incentive plans that utilize multiple measures, including growth, profitability, and returns ▪Capped incentive plan payouts, with robust performance targets and ranges ▪Double-trigger equity vesting acceleration upon a change of control ▪Meaningful stock ownership requirements | | | | | What We Do | | | | ▪No repricing or cash buyouts of stock options without shareholder approval ▪No excise or other tax gross-ups on change-in-control payments ▪No hedging or pledging of Company stock ▪No excessive perquisites or other benefits ▪No single-trigger severance benefits upon a change-in-control ▪No payment of dividends on unearned or unvested shares ▪No guaranteed incentive payments ▪No employment agreements with our NEOs | | | | | What We Don’t Do | |

  46. Our Strong Compensation Governance Practices

    2023 Compensation Process and Actions Role of the Compensation Committee. The Compensation Committee is comprised solely of directors that our Board of Directors has determined to be independent under applicable standards of both the SEC and NYSE. Its role is to oversee executive and outside director compensation, benefit plans and policies, including equity compensation plans and other forms of compensation, and other significant human capital matters. More specifically, the Compensation Committee reviews and discusses proposed compensation for NEOs, evaluates their performance, and sets their compensation. In addition, the Compensation Committee approves all equity awards for NEOs and other executive officers. Role of Management. The Compensation Committee considered the input and recommendations of Mr. Steve Michaels with respect to our executive compensation programs and decisions that impact other NEOs. Mr. Garner also provided input with respect to financial goals and recommendations as relevant to the overall executive compensation program design. Although management and other invitees at Compensation Committee meetings may participate in discussions and provide input, all votes and final decision-making on NEO compensation are solely the responsibility of the Compensation Committee, and those final deliberations and votes are conducted in executive sessions in which no executive officer participates. Role of Independent Compensation Consultant. The Compensation Committee has the authority to retain independent consultants and other advisors. During 2023, the Compensation Committee retained the services of Exequity LLP ("Exequity") which reported directly to the Compensation Committee but worked with management at the direction of the Compensation Committee. The Compensation Committee assessed the independence of the advisors, including the potential for conflicts of interest as required by the SEC and NYSE listing standards, and concluded that Exequity was appropriately independent and free from potential conflicts of interest. Although the specific services of the independent consultant vary from year to year, the following are the services generally provided by the independent consultant: ▪providing information on trends and related legislative, regulatory, and governance developments; ▪reviewing and recommending any changes to the benchmarking peer group for the consideration and approval of the Compensation Committee; ▪conducting competitive assessments of executive compensation levels and incentive program designs; ▪consulting on compensation for outside directors; ▪conducting a review of our compensation programs from a risk assessment perspective; ▪assisting with review and disclosures regarding the executive compensation programs; and ▪reviewing the Compensation Committee’s annual calendar and related governance matters. Representatives from Exequity attended meetings of the Compensation Committee pertaining to 2023 executive compensation decisions, and also participated in executive sessions as requested by the Compensation Committee.

  47. Our Strong Compensation Governance Practices

    Role of Benchmarking. The Compensation Committee uses compensation market data as a reference for understanding the competitive positioning of each element of our compensation program and of total compensation. The Compensation Committee annually reviews market data provided by its independent consultant to better understand market movement and to assess how our executives' compensation compares. Market data was reviewed at the end of 2022 to help inform 2023 target pay levels for our NEOs. In referencing this market data, the Compensation Committee does not manage total compensation for our NEOs within a prescribed competitive position or percentile of the compensation market. Rather, the Compensation Committee reviews compensation for each NEO relative to market data and considers other internal and external factors when exercising its business judgment as to compensation decisions. Other factors material to the Compensation Committee’s deliberations include objective measurements of business performance, accomplishment of compliance, strategic, and financial objectives, the development and retention of management talent, enhancement of shareholder value, and other matters the Compensation Committee deems relevant to our short-term and long-term success. With respect to 2023 compensation decisions, the Compensation Committee referenced a market study that was conducted by Exequity at the end of 2022, which utilized both peer group and survey data. The peer group used in the study is annually reviewed and approved by the Compensation Committee to ensure its continued applicability to the Company in terms of operating characteristics, size (revenue and market capitalization) and industry appropriateness. No changes to the peer group were made in 2023. In addition to peer group data, the Compensation Committee also reviews general industry survey data as a secondary reference. Survey data was sourced from Willis Towers Watson's 2022 General Industry Executive Compensation Survey.

  48. Our Strong Compensation Governance Practices

    | Peer Group | | | | Ally Financial Inc. | Euronet Worldwide, Inc. | OneMain Holdings, Inc. | | Black Knight, Inc. | FirstCash Holdings, Inc. | PRA Group, Inc. | | Credit Acceptance Corporation | Genpact Limited | SLM Corporation | | Discover Financial Services | Green Dot Corporation | Synchrony Financial | | Encore Capital Group, Inc. | Jack Henry & Associates, Inc. | WEX Inc. | | Enova International, Inc. | LendingTree, Inc. | | | ePlus inc. | Navient Corporation | |

  49. Primary Components

    | Component | Terms and Objectives | | Base Salary | ▪Fixed amount of compensation for performing day-to-day job responsibilities intended to reflect the scope of an executive’s role. ▪Reviewed annually for potential adjustment based on factors such as market levels, individual performance, and scope of responsibility. | | Annual Cash Incentive Award | ▪Performance-based award opportunity based on achievements with respect to financial and operational performance goals, including advancing the Company's ESG objectives. ▪Motivate executives to improve operational performance year-over-year. ▪Reward executive officers for delivering on financial and operational goals. | | Long-Term Equity Incentive Award | ▪To balance long-term performance and retention, long-term equity incentive awards for 2023 were allocated as follows: 50% performance shares, 25% stock options, and 25% time-based restricted stock awards. ▪ Align executive interests with shareholders. ▪ Motivate executive officers to achieve superior business results over long-term. ▪Enhance alignment between management and shareholder interests. ▪Support stock ownership requirements. |

  50. Compensation Outcomes and Pay Mix for 2023

    Annual Cash Incentive Awards Annual cash incentive awards made through our 2023 STIP provide the opportunity to earn cash awards based on the achievement of performance targets determined by the Compensation Committee at the beginning of the year. The amount earned will vary based on the degree to which the performance target is achieved, subject to the Compensation Committee’s review. With respect to Mr. King, the Compensation Committee approved increasing his target 2023 STIP award to 75% of his base salary in connection with his appointment as the Company's Chief Legal and Compliance Officer, effective May 15, 2023. Prior to that date, Mr. King's target 2023 STIP award was 35% of his base salary. Mr. King's 2023 STIP award was calculated on a pro rata basis to reflect the two different target percentages and the amount of time in 2023 that each of those target percentages applied to him. For the reasons described above, Mr. Doman requested to forgo participation in the 2023 STIP. The target awards for 2023 set forth below applied to our NEOs as of December 31, 2023.

  51. Compensation Outcomes and Pay Mix for 2023

    Performance Measures and Weights. During the first quarter of 2023, the Compensation Committee established the performance metrics that would be used in the 2023 STIP, the weighting for each of those metrics, as well as threshold, target and maximum levels of performance for each of the metrics, that corresponded to a threshold, target, and maximum incentive payout level. The following were the performance measures and weights for the 2023 STIP for each NEO:

  52. Compensation Outcomes and Pay Mix for 2023

    The Compensation Committee selected three growth-based metrics for the 2023 STIP (the "Growth Metrics") in support of the Company's "Grow" pillar under its three-pillared strategy to Grow, Enhance and Expand. The Growth Metrics consisted of (1) E-Commerce GMV, (2) New E-Commerce Retailers and (3) Launch Program GMV, and assigned an aggregate weighting to the Growth Metrics of 20%. E-Commerce GMV was selected for the 2023 STIP because our Board and management team believe e-commerce platforms are an increasingly important source of growth for our GMV, revenues and earnings. Our Board and management team also believe that a focus on e-commerce will enable us to win new customers who prefer shopping on e-commerce platforms while, at the same time, providing optionality to existing customers who customarily shop in-person at brick and mortar store locations. The Compensation Committee also considered that the dollar value of merchandise obtained by consumers through e-commerce platforms has increased significantly in recent years, and is expected to continue increasing in future years, and that having a significant presence on e-commerce platforms is critical to our strategy of creating a seamless omnichannel experience for our customers. For these reasons, the Compensation Committee assigned the E-Commerce GMV metric a weighting of 10%. For those same reasons, the Compensation Committee agreed with management's recommendation to include the New E-Commerce Retailers metric, which is tied to the growth in the number of new E-Commerce retailers using Progressive Leasing's lease-to-own product. The Compensation Committee assigned that metric a weighting of 5%. Third, the Compensation Committee also added a new metric in 2023, Launch Program GMV, which is based on a collection of new offerings and tools designed to make it faster and simpler for the Company's POS partners to get up and running with Progressive Leasing and drive additional lease volume and GMV. For this reason, the Compensation Committee assigned Launch Program GMV a weighting of 5%. The Compensation Committee weighted the remaining portion of the 2023 STIP toward the Company’s key compliance and strategic initiatives. The Compensation Committee believes this metric emphasizes the importance of recognizing progress in areas beyond financial results that support the Company’s business strategy and values and is critical to creating sustained shareholder value in the future. For these reasons, the Compensation Committee assigned the compliance and strategic initiatives metric a weighting of 20%. Performance Goals and Results. The Compensation Committee established goals for each of the performance measures in the 2023 STIP during the first quarter of 2023, including a threshold, target, and maximum performance goal that corresponded to a threshold, target, and maximum incentive payout level. As discussed further above in our Executive Summary, the performance measures were set by the Compensation Committee to appropriately incentivize management to achieve rigorous, yet attainable, results in a very challenging macroeconomic operating environment, while at the same time, driving a strong outcome for the Company's shareholders. For the Adjusted EBITDA metric and the Growth Metrics, the payout range was from 0% to 200% of target and, for the Compliance and Strategic Initiatives measure, the payout range was from 0% to 150% of target (based on the number of compliance/strategic-related goals achieved).

  53. Compensation Outcomes and Pay Mix for 2023

    | | | Weight | Plan Performance Range | | | Actual Performance and Payout1 | | | | | Metric | | Threshold | Target | Maximum | 12/31/2023 | % Achieved | Payout Calculation | | | Consolidated Adjusted EBITDA | 60% | $192.8 | $241.0 | $289.2 | $297.4 | 200% | 120.0% | | | E-Commerce GMV | 10% | $300.0 | $375.0 | $450.0 | $304.5 | 53% | 5.3% | | | New E-Commerce Retailers | 5% | 80 | 100 | 120 | 141 | 200% | 10.0% | | | Launch Program GMV | 5% | $24.0 | $30.0 | $36.0 | $14.2 | 0% | —% | | | Compliance and Strategic Initiatives | 20% | 4 Projects | 5 Projects | 6 Projects | 6 Projects | 150%2 | 30.0% | | | Total Payout | | | | | | | 165.3% | | 1.Actual performance was adjusted to exclude the impact of: (i) stock-based compensation; (ii) restructuring expenses; (iii) costs related to the cybersecurity incident; and (iv) regulatory insurance recoveries. 2.Compliance and Strategic goals are capped at 150% of target. | | | | | | | | |

  54. Compensation Outcomes and Pay Mix for 2023

    | Named Executive Officer | 2023 Target Annual Incentive ($) | Award Earned Under Annual Short-Term Incentive Plan Based on 2023 Performance ($) | | Steven A. Michaels(1) | 1,362,308 | 2,251,895 | | Curtis L. Doman | — | — | | Brian J. Garner(1) | 546,154 | 902,793 | | Todd King(2) | 236,596 | 391,094 |

  55. Compensation Outcomes and Pay Mix for 2023

    1.Messrs. Michaels' and Garner's 2023 Target Annual Incentive and STIP payment were prorated to reflect the increase in annual base salary in February 2023. 2.Mr. King's 2023 Target Annual Incentive and STIP payment were prorated based on his two target percentages and base salaries for 2023. Long-Term Equity Incentive Awards PROG Holdings' long-term equity incentive awards are intended to: ▪reward the achievement of business objectives that the Compensation Committee believes will benefit our shareholders; ▪align the interests of our senior management with those of our shareholders; and ▪assist with retaining our senior management to ensure continuity of leadership. Beyond these objectives, the Compensation Committee also considers market design practices, equity dilution, accounting expense, and other internal considerations when deciding on the structure and size of equity awards. Award Type and Mix. Each year the Compensation Committee grants equity awards to our NEOs; however, the award type and mix may change from time to time. In order to balance performance and retention incentives, the 2023 equity awards were made in the form of performance share units, stock options and time-based restricted stock awards.

  56. Compensation Outcomes and Pay Mix for 2023

    The graphic below depicts our 2023 equity award mix for Messrs. Michaels and Garner. The 2023 equity award mix for Mr. King included 50% time-based restricted stock awards and 50% performance shares. The 2023 equity awards for Mr. Doman were comprised of 100% performance shares.

  57. Compensation Outcomes and Pay Mix for 2023

    | 2023 Equity Awards | Objective | Provisions | | Performance Shares | ▪Focus participants on the fundamentals of growing our business and increasing the level of our earnings over the long term. ▪One-year performance period ensures greater validity in our forecasts while the multi-year vesting requirement facilitates our retention objectives and emphasizes sustained stock price focus. Beginning with the 2024 long-term incentive plan, we have incorporated a new performance award with a three-year performance period. See Changes to 2024 Long-Term Incentive Plan below for additional details. | ▪Number of performance shares earned based on one-year Company performance. ▪Earned awards are subject to additional time-based vesting, with vesting occurring in three equal increments following the first, second, and third anniversaries of the grant. | | Stock Options | ▪Aligns executives with shareholders, with the value of an award realized only if the stock price appreciates following the date of grant. | ▪Pro rata annual three-year vesting, with vesting occurring in three equal increments following the first, second, and third anniversaries of the grant. | | Restricted Stock | ▪Addresses competitive concerns with a focus on retaining our key executives needed to realize our long-term performance objectives. | ▪Pro rata annual three-year vesting, with vesting occurring in three equal increments following the first, second, and third anniversaries of the grant. |

  58. Compensation Outcomes and Pay Mix for 2023

    Target Awards. Target awards for 2023 were determined by the Compensation Committee and are intended to be reflective of each NEOs role and responsibilities. The table below reflects 2023 target award levels for our NEOs. In connection with Mr. King's appointment as our Chief Legal and Compliance Officer, Mr. King received a grant of performance shares with a grant date value of $161,000 and a grant of restricted stock, with no performance-related restriction, with a grant date value of $161,000. Prior to his appointment as our Chief Legal and Compliance Officer, Mr. King received a grant of performance shares with a grant date value of $77,000 and a grant of restricted stock with a grant date value of $77,000.

  59. Compensation Outcomes and Pay Mix for 2023

    | | Stock Options | | Restricted Stock | | Performance Shares | | 2023 Target LTI Value1 | | Named Executive Officer | (#) | ($) | (#) | ($) | (#) | ($) | ($) | | Steven A. Michaels | 107,205 | 1,250,000 | 50,607 | 1,250,000 | 101,215 | 2,500,000 | 5,000,000 | | Curtis L. Doman | — | — | — | — | 24,291 | 600,000 | 600,000 | | Brian J. Garner | 29,481 | 343,750 | 13,917 | 343,750 | 27,834 | 687,500 | 1,375,000 | | Todd King | — | — | 8,145 | 238,200 | 8,145 | 238,200 | 476,400 |

  60. Compensation Outcomes and Pay Mix for 2023

    1.The LTI dollar value of the target awards presented in the table above differ from the aggregate grant date fair values for our NEOs’ LTI awards as reported in the 2023 Summary Compensation Table and the Grants of Plan-Based Awards in Fiscal Year 2023 Table due to different dates used to value the awards versus the date on which the awards were granted. Long-term incentive ("LTI") awards for 2023 generally were converted to a target number of performance shares and time-based restricted stock by dividing the allocable portion of the grant date award value by the Company's closing stock price on the date of grant. To determine the number of options to grant, the allocable portion of the grant date award value was divided by the estimated fair value of the options, as determined using a Black-Scholes-Merton option pricing model.

  61. Performance Shares Performance Measures and Weights

    Performance Shares Performance Measures and Weights The following were the performance measures and weights for the performance shares granted in 2023:

  62. Performance Shares Performance Measures and Weights

    | Performance Measures | Weights | | Consolidated Adjusted Revenue | 60% | | Consolidated Adjusted Pretax Income | 20% | | Return on Capital | 20% |

  63. Performance Shares Performance Measures and Weights

    Consolidated Adjusted Revenue is the consolidated GAAP revenues of the Company, reduced for the amount of credit loss provision expense at Vive and Four. Consolidated Adjusted Pretax Income is consolidated GAAP earnings before income tax expense, adjusted to exclude restructuring expenses, costs related to the cybersecurity incident and regulatory insurance recoveries. Return on Capital is measured by dividing adjusted net operating profit (which we define as operating profit adjusted for restructuring expenses, costs related to the cybersecurity incident and regulatory insurance recoveries) after tax by the sum of average net debt (which we define as debt less cash and cash equivalents) and average total shareholders' equity, calculated on a quarterly basis. The Compensation Committee selected these measures to focus participants on the financial performance of our business, including sustaining and improving the quality of our earnings.

  64. Performance Goals and Results

    Performance Goals and Results The Compensation Committee established goals for each of the performance measures applicable to performance shares, including a threshold, target, and maximum performance goal that corresponded to a threshold, target, and maximum number of shares that could be earned. The number of shares that could be earned ranged from 0% to 200% of target. Payouts for results between these levels are interpolated, with scales that vary by business segment. If the results are less than threshold, then no shares would be earned. As it did with the STIP, and as further described above in the Executive Summary, in setting the performance goals for the LTIP, the Compensation Committee sought to strike an appropriate balance between providing meaningful and appropriate incentives that would reward achievement in a very challenging macroeconomic operating environment, while at the same time maintaining alignment with shareholder interests and fundamental financial performance.

  65. Performance Goals and Results

    | 46 | PROG Holdings, Inc. 2024 Proxy Statement |

  66. Performance Goals and Results

    The following table summarizes the financial performance goals, performance results, and related earning levels as a percentage of target for NEO:

  67. Performance Goals and Results

    | | Weight | Plan Performance Range | | | Actual Performance and Payout | | | | Metric | | Threshold | Target | Maximum | 12/31/2023 | Achieved % | Payout % | | Consolidated Adjusted Revenue | 60% | $2,151.3 | $2,390.3 | $2,629.3 | $2,368.2 | 95.0% | 57.0% | | Consolidated Adjusted Pretax Income | 20% | $115.0 | $143.7 | $172.4 | $211.0 | 200.0% | 40.0% | | Return on Capital | 20% | 10.3% | 12.8% | 15.4% | 17.9% | 200.0% | 40.0% | | Payout | | 50% | 100% | 200% | | | 137.0% |

  68. Changes to 2024 Long-Term Incentive Plan

    Changes to 2024 Long-Term Incentive Plan As part of the Compensation Committee’s annual review of the Company’s compensation programs, in February 2024, the Compensation Committee approved certain changes to its long-term incentive award plan for 2024 (the “2024 LTIP”), which are outlined below and will be described in greater detail in our 2025 proxy statement. We believe the design of the 2024 LTIP further evidences the Compensation Committee’s commitment to ensuring that the Company’s executive compensation program incentivizes and motivates our leadership team, while further linking executive pay to the Company’s financial and operational performance and creating long-term shareholder value.

  69. Changes to 2024 Long-Term Incentive Plan

    | 2023 LTIP | 2024 LTIP | | ▪25% stock options ▪25% restricted stock ▪50% performance shares that measure revenue and income goals over a one-year performance period, which vest pro rata over a three-year period | ▪30% restricted stock ▪30% performance shares that measure Total Shareholder Return "TSR" relative to the S&P SmallCap 600 Index over a three-year performance period, which vest at the end of the three-year performance period ▪40% performance shares that measure revenue and income goals over a one-year performance period, which vest pro rata over a three-year period |

  70. Changes to 2024 Long-Term Incentive Plan

    | PROG Holdings, Inc. 2024 Proxy Statement | 47 |

  71. Changes to 2024 Long-Term Incentive Plan

    Executive Compensation Policies Stock Ownership Guidelines. The Compensation Committee has adopted stock ownership guidelines to further align the interests of senior executives with our shareholders. The table below summarizes the current guidelines that apply to our NEOs. As of December 31, 2023, our executive officers either meet or are on track to meet guidelines within the five-year timeframe specified by these guidelines.

  72. Changes to 2024 Long-Term Incentive Plan

    | Feature | Provision | | Required levels | 5x base salary: Chief Executive Officer 3x base salary: Founder, Chief Innovation Officer, Chief Financial Officer and Chief Legal and Compliance Officer | | Shares counted toward guidelines | Stock owned outright Shares held in retirement accounts Unvested time-based restricted stock units and restricted stock awards Earned but unvested performance shares “In the money” value of vested but unexercised stock options |

  73. Changes to 2024 Long-Term Incentive Plan

    Clawback Policy. In November 2023, the Compensation Committee adopted an additional clawback policy to comply with applicable laws and NYSE listing standards, which provides that all or a portion of any incentive-based compensation awarded to our executive officers must be recouped if we restate our consolidated financial statements. Under this policy, covered employees, including our NEOs, would be required to repay to the Company the difference between the amount of incentive-based compensation received and the amount that would have been payable under the restated financial statements, on a pre-tax basis. Securities Trading Policy. As part of our Insider Trading Policy, all of our officers and directors are prohibited from trading any interest or position relating to the future price of our securities. These prohibited transactions include trading in puts, calls, short sales, or hedging transactions, but do not generally prohibit other purchases and sales of our common stock made in compliance with the limitations contained in our Insider Trading Policy. Pledging of Company securities is prohibited under our Insider Trading Policy. The Company recently amended its Insider Trading Policy in response to the SEC's recent amendments to the rules governing Rule 10b5-1 trading plans. Tally Sheets. The Compensation Committee reviews tally sheets for select executives. These tally sheets provide a comprehensive view of target, actual, and contingent executive compensation payouts under a variety of termination and performance scenarios. The tally sheets allow the Compensation Committee to understand the cumulative effect of prior pay decisions and stock performance, as well as the retentive ability of existing LTIs, severance, and change-in-control arrangements. The tally sheets are intended to facilitate the Compensation Committee’s understanding of the nature and amounts of total compensation under our executive compensation program and to assist the Compensation Committee in its overall evaluation of our program. Executive Benefits and Perquisites Our executive compensation program also provides certain benefits and perquisites to our NEOs. The value of these benefits and perquisites represents a small portion of an NEO’s overall total compensation opportunity and does not materially influence the Compensation Committee’s decisions with respect to the salary and incentive elements of the compensation of our NEOs. The Compensation Committee periodically reviews the perquisites and other personal benefits that we provide to senior management to ensure they remain in the best interests of the Company and its shareholders.

  74. Changes to 2024 Long-Term Incentive Plan

    | 48 | PROG Holdings, Inc. 2024 Proxy Statement |

  75. Changes to 2024 Long-Term Incentive Plan

    Healthcare Benefits. Our NEOs receive a full range of standard benefits, including the medical, dental, vision, life and voluntary disability coverage available to our employees generally. Retirement Plans. Our NEOs participate on the same basis as other employees in our 401(k) Retirement Savings Plan, which we refer to as our 401(k) Plan, for all full-time employees. Employees with at least 90 days of service who meet certain eligibility requirements are eligible for a Company match. Our 401(k) Plan uses a safe harbor formula that allows employees to contribute up to 75% of their annual compensation with 100% matching by the Company on the first 3% of compensation and an additional 50% match on the next 2% of compensation. All matching by the Company is immediately vested. Under the Company’s Nonqualified Deferred Compensation Plan, which we refer to as the Deferred Compensation Plan, a select group of management or highly compensated employees are eligible to elect to defer up to 75% of their base salary and up to 75% of their annual bonus on a pre-tax basis. Should they so elect, the Company will make discretionary matching contributions under the same formula that applies for our 401(k) Plan, with the benefit not exceeding the 401(k) Plan statutory limit. Severance Arrangements. It has been our practice to utilize an executive severance plan and other severance and change-in-control arrangements for select executives to provide these senior leaders certain benefits in the event their employment is terminated by us without cause or after a change in control of the Company. We believe these arrangements assist us in hiring executives and in retaining key leaders who are critical to the ongoing stability of our business. We further believe they foster objectivity should they be asked to evaluate proposals that may result in the loss of their employment. We believe our severance and change-in-control arrangements with our executives are reflective of current market practices. See “Executive Compensation – Potential Payments Upon Termination or Change-in-Control.” Tax Considerations Section 162(m) of the Internal Revenue Code generally disallows a federal income tax deduction to public companies for annual compensation over $1 million (per individual) paid to certain executive officers. As a result, most of the compensation payable to any of our NEOs in excess of $1 million annually will not be fully deductible. When setting executive compensation, we consider many factors, such as attracting and retaining executives and providing appropriate performance incentives. We also consider the after-tax cost to the Company in establishing our executive compensation programs, both individually and in the aggregate, but tax deductibility is not our sole consideration, and, in general, it has not been a material factor in our considerations when determining the amounts of compensation to be paid to our NEOs. Furthermore, the Compensation Committee expects in the future to authorize compensation in excess of $1 million to our executives that will not be fully deductible when it believes doing so is in the best interests of the Company and its shareholders.

  76. Changes to 2024 Long-Term Incentive Plan

    | PROG Holdings, Inc. 2024 Proxy Statement | 49 |

  77. Executive Compensation

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3)($) | All Other Compensation(4) ($) | Total ($) | | Steven A. Michaels Chief Executive Officer | 2023 | 975,000 | — | 4,675,007 | 1,250,010 | 2,251,895 | 40,319(6) | 9,192,231 | | | 2022 | 950,000 | — | 1,150,012 | 1,150,507 | 266,000 | 12,200 | 3,528,719 | | | 2021 | 900,000 | — | 3,705,015 | 1,111,116 | 1,358,600 | 383,300 | 7,458,031 | | Curtis L. Doman Chief Innovation Officer | 2023 | 130,000 | — | 821,983 | — | — | 20,313(7) | 972,296 | | | 2022 | 550,000 | — | 450,085 | 450,193 | 110,000 | 12,200 | 1,572,478 | | | 2021 | 550,000 | — | 1,388,820 | 416,733 | 622,700 | 11,600 | 2,989,853 | | Brian J. Garner Chief Financial Officer | 2023 | 550,000 | — | 1,285,625 | 343,748 | 902,793 | 15,732(8) | 3,097,898 | | | 2022 | 500,000 | — | 262,527 | 262,634 | 100,000 | 13,584 | 1,138,745 | | | 2021 | 475,000 | — | 758,400 | 227,683 | 537,800 | 11,600 | 2,010,483 | | Todd King(5) Chief Legal and Compliance Officer | 2023 | 366,875 | — | 547,579 | — | 391,093 | 137,711(9) | 1,443,258 |

  78. 2023 Equity Award Agreements

    | | Summary Compensation Table Total for CEO | | Compensation Actually Paid to CEO(3) | | | Average Compensation Actually Paid for other NEOs(3), (4) ($) | Value of Initial Fixed $100 Investment Based on: | | | | | Year | CEO(1) ($) | CEO Prior to the Spin-Off(2) ($) | CEO(1) ($) | CEO Prior to the Spin-Off(2) ($) | Average Summary Compensation Table Total for other NEOs(4) ($) | | TSR(5) ($) | Peer Group TSR(5) ($) | Net Income(6) (in thousands) ($) | Adjusted EBITDA(7) (in thousands) ($) | | 2023 | 9,192,231 | N/A | 12,618,615 | N/A | 1,837,817 | 2,503,033 | 62.66 | 191.10 | 138,838 | 297,421 | | 2022 | 3,528,719 | N/A | (1,221,268) | N/A | 1,257,055 | (209,876) | 34.24 | 118.60 | 98,709 | 256,169 | | 2021 | 7,458,031 | N/A | 6,469,146 | N/A | 2,245,127 | 1,814,939 | 91.45 | 183.48 | 243,557 | 390,705 | | 2020 | 3,725,993 | 7,504,429 | 4,834,262 | 9,061,514 | 2,209,483 | 2,114,172 | 109.20 | 145.15 | (61,465) | 354,937 |

  79. Relationship between Compensation Actually Paid and Financial Performance Measures

    Relationship between Compensation Actually Paid and Financial Performance Measures The graphs below set forth information regarding the relationship between CAP for our NEOs and the Company’s TSR, Net Income and Adjusted EBITDA. See Appendix A for the reconciliation of Adjusted EBITDA used in our compensation plan to Adjusted EBITDA reported in our earnings press releases, and to Net Earnings, the most directly comparable GAAP financial measure.

  80. Relationship between Compensation Actually Paid and Financial Performance Measures

    | 1The Net Loss shown in the graph above for 2020 includes $295.1 million of Loss from Discontinued Operations, net of income tax, which reflects the operating results of the Aaron's Business segment that was spun-off from the Company on November 30, 2020. Net Earnings from Continuing Operations for 2020 was $233.6 million. |

  81. Relationship between Compensation Actually Paid and Financial Performance Measures

    | 64 | PROG Holdings, Inc. 2024 Proxy Statement |