UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 3, 2024 (the “Grant Date”), following consultation with its independent compensation consultant, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Regional Management Corp. (the “Company”) approved certain compensation arrangements with respect to the Company’s named executive officers (the “NEOs”), as described below.
The Committee granted the following awards to the NEOs under the Regional Management Corp. 2024 Long-Term Incentive Plan (the “2024 Plan”): (i) performance restricted stock units (“PRSUs”); (ii) restricted stock; and (iii) restricted stock units (“RSUs”), in each case subject to the terms of the 2024 Plan and the applicable award agreement.
The NEOs were each granted PRSUs, subject to a Performance Restricted Stock Unit Award Agreement (“PRSU Agreement”), with the target number of PRSUs (rounded down to the nearest whole unit) determined by dividing the value of the grant by the fair value of each PRSU (calculated on or as close in time as practicable to the Grant Date in accordance with GAAP using a Monte Carlo valuation model). The PRSU grant values are: Mr. Beck: $1,500,000; Ms. Rana: $445,000; Mr. Fisher: $337,500; and Mr. Parmar: $272,500. The actual number of PRSUs, if any, that may be earned ranges from 0% to 150% of the target number of units and will be based on achievement of the Company’s cumulative total shareholder return over the performance period, June 3, 2024 through June 3, 2027, and the continued employment of each such executive through December 31, 2026 or as otherwise provided in the 2024 Plan or the PRSU Agreement. Any shares of the Company’s common stock payable upon vesting and earning of the PRSUs will be subject to an additional one-year holding period following the end of the December 31, 2026 service period and will be distributed to the employee no earlier than December 31, 2027, unless otherwise provided in the 2024 Plan or the PRSU Agreement.
The NEOs, excluding Mr. Beck, were each granted restricted stock, subject to a Restricted Stock Award Agreement (“RSA Agreement”), with the number of shares calculated by dividing the value of the grant by the fair market value of the Company’s common stock on the Grant Date, based upon grants of the following values: Ms. Rana: $445,000; Mr. Fisher: $337,500; and Mr. Parmar: $272,500. One-third of the shares subject to each award shall vest on each of December 31, 2024, December 31, 2025, and December 31, 2026, subject to the executive’s continued employment from the Grant Date through the respective vesting date or as otherwise provided in the 2024 Plan or the RSA Agreement.
Mr. Beck was granted RSUs, subject to a Restricted Stock Unit Award Agreement (“RSU Agreement”), with the number of RSUs determined by dividing the value of the grant by the fair market value of the Company's common stock on the Grant Date, based upon the following value: $1,500,000. One-third of the shares subject to Mr. Beck's RSU award shall vest on each of December 31, 2024, December 31, 2025, and December 31, 2026, subject to Mr. Beck's continued employment from the Grant Date through the respective vesting date or as otherwise provided in the 2024 Plan or the RSU Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Regional Management Corp. |
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Date: |
June 5, 2024 |
By: |
/s/ Harpreet Rana |
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Harpreet Rana |