SEC Form DEF 14A filed by PRA Group Inc.

About PRA Group, Inc.

Headquartered in Norfolk, Virginia and incorporated in Delaware, we are a global financial services company with operations in the Americas, Europe and Australia. Our primary business is the purchase, collection and management of portfolios of nonperforming loans. The accounts we purchase are primarily the unpaid obligations of individuals owed to credit originators. We purchase nonperforming loans at a discount to face value for both our Core and Insolvency portfolios. Our Core operation specializes in purchasing and collecting nonperforming loans, which are sold by credit originators when they choose not to pursue, or have been unsuccessful in, collecting the full balance owed. Our Insolvency operation consists primarily of purchasing and collecting on nonperforming loans where the customer is involved in a bankruptcy or similar proceeding. We also purchase and provide fee-based services on class action claims recoveries in the United States (“U.S.”). For more information about our business, please refer to our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”) as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2025. The information contained on, or that can be accessed through, our website, including any document referenced in this Proxy Statement, is not, and shall not be deemed to be, a part of this Proxy Statement.

Notice of Annual Meeting of Stockholders

The PRA Group, Inc. (the “Company”) 2025 Annual Meeting of Stockholders (the “Annual Meeting”) will be held virtually on Tuesday, June 17, 2025, beginning at 2:00 p.m. Eastern Time. Instructions on how to access and participate in the Annual Meeting are provided under “Instructions for Attending and Participating in the Virtual Annual Meeting” on page 2 of the enclosed Proxy Statement. Only stockholders of record as of the close of business on April 21, 2025 are entitled to receive notice of, and to vote during the Annual Meeting.

At the Annual Meeting, stockholders will be asked to vote on the following items:

We are providing access to our proxy materials by internet in accordance with the SEC’s “notice and access” rules. These rules permit us to provide access to our proxy materials, including the Notice of Annual Meeting, Proxy Statement and our 2024 Annual Report to Stockholders, by notifying you of their availability on the internet instead of mailing printed copies. Accordingly, on or about April 30, 2025, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials. The Notice of Internet Availability of Proxy Materials will provide instructions on how to access and review our proxy materials on the internet and request printed copies. Stockholders will not receive printed copies of our proxy materials unless they request such copies. If requested, printed copies will be available free of charge. We believe that providing our proxy materials through the internet increases the ability of our stockholders to access the information they need while simultaneously reducing the cost to the Company of the Annual Meeting.

Every vote is important and valued by the Company. Therefore, we encourage you to vote your shares through the internet, by phone or, if you requested and received a printed copy of the proxy card, by mail, using the instructions provided below even if you plan to attend the Annual Meeting.

By Order of the Board of Directors,

YOU CAN VOTE IN ONE OF FOUR WAYS
		Visit https://web.viewproxy.com/PRAGroup/2025 to vote VIA THE INTERNET				If you received printed proxy materials, sign, date and return your proxy card in the envelope provided to vote BY MAIL
		Call (866) 804-9616 to vote BY TELEPHONE				Attend the Annual Meeting virtually and vote VIA WEBLINK.
Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on June 17, 2025: The Company’s Proxy Statement and 2024 Annual Report to Stockholders are available at https://web.viewproxy.com/PRAGroup/2025.

PRA Group, Inc.

2025 Proxy Statement

Table of Contents

120 CORPORATE BOULEVARD

NORFOLK, VIRGINIA 23502

Proxy Statement

Annual Meeting of Stockholders

June 17, 2025

Purpose

This Proxy Statement is being made available to stockholders on or about April 30, 2025 in connection with a solicitation by the Board of PRA Group, Inc. (the “Company,” “we,” “us” or “our”) of proxies to be voted at the Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournments or postponements. The Annual Meeting will be held virtually on Tuesday, June 17, 2025, at 2:00 p.m. Eastern Time for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

Record Date

At the close of business on April 21, 2025, which is the record date for the Annual Meeting (the “Record Date”), there were 39,658,699 shares of our common stock outstanding and entitled to vote at the Annual Meeting.

Quorum

In order for business to be conducted at the Annual Meeting, a majority of the issued and outstanding shares of our common stock entitled to vote, represented in person or by proxy, must be present. Abstentions and broker shares that include “broker non-votes” that are present and entitled to vote are counted as present for purposes of determining a quorum. See “Broker Non-Votes” on page 49 of this Proxy Statement for an explanation of what constitutes a broker non-vote.

Vote Required

Each stockholder will have one vote for each share of our common stock held as of the Record Date. Shares of our common stock represented by properly executed proxies will be voted at the Annual Meeting in accordance with the choices indicated on the proxy.

If you provide specific voting instructions, your shares will be voted as you instruct. If you vote through the internet or by phone and vote as recommended by our Board or if you sign and return your proxy card, but do not provide instructions, your shares will be voted as follows:

With respect to Proposal 1, each director nominee will be elected if the director nominee receives a majority of the votes cast. Abstentions and broker non-votes will not be counted as votes cast and will therefore have no effect on Proposal 1. Proposal 2 and Proposal 3 will be approved if a majority of the shares present in person or represented by proxy and entitled to vote on the matter, vote in favor of the applicable proposal. Abstentions will have the effect of a vote “AGAINST” Proposal 2 and Proposal 3. However, broker non-votes will have no effect on these proposals.

Instructions for Attending and Participating in the Virtual Annual Meeting

The Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. However, stockholders will have the same rights and opportunities to participate in the virtual Annual Meeting as they would at an in-person meeting.

The Annual Meeting will begin at 2:00 p.m. Eastern Time on Tuesday, June 17, 2025. In order to attend and participate in the Annual Meeting, including voting your shares and submitting questions, you must register https://web.viewproxy.com/PRAGroup/2025 by 11:59 p.m. Eastern Time on June 16, 2025. If you are a record holder, you must register using the virtual control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card (if you requested and received a printed copy of the proxy materials). If you hold your shares beneficially through a bank, broker or other nominee, and your voting instruction form or Notice of Internet Availability of Proxy Materials indicates that you may vote those shares, then you may access, participate in and vote at the Annual Meeting with the control number indicated on that voting instruction form or Notice of Internet Availability of Proxy Materials. Otherwise, you must provide a legal proxy from your bank, broker or other nominee during registration and you will be assigned a virtual control number in order to vote your shares and submit questions during and before the Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the Annual Meeting (but will not be able to vote your shares or submit questions) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the internet, including how to demonstrate proof of stock ownership, are posted at https://web.viewproxy.com/PRAGroup/2025.

On the day of the Annual Meeting, if you have properly registered, you may enter the Annual Meeting by logging in using the password you received via email in your registration confirmation. We encourage you to check in by 1:45 p.m. Eastern Time on June 17, 2025, the day of the Annual Meeting, so that any technical difficulties may be addressed before the Annual Meeting. If you encounter any difficulties accessing the Annual Meeting live webcast during the meeting, please email [email protected] or call (866) 612-8937.

Even if you plan to attend the live webcast of the Annual Meeting, we encourage you to vote in advance via the internet, by telephone or by mail so that your vote will be counted in the event you later decide not to attend the Annual Meeting.

Corporate Governance

The primary responsibility of our Board is to exercise its business judgment while acting in the best interests of the Company and our stockholders. Our Board is responsible for establishing broad corporate policies, setting strategic direction and overseeing management, which is responsible for the daily operations of the Company. Our Board must fulfill its responsibilities consistent with its fiduciary duties to the Company and our stockholders and in compliance with applicable laws and regulations. To assist our Board with fulfilling its duties, our Board has implemented a leadership structure that supports its oversight responsibilities, created standing committees to formally handle duties that our Board deems significant and adopted policies and procedures that reflect our Board’s commitment to good corporate governance, including Corporate Governance Guidelines, a Code of Conduct and a Related Party Transaction Policy.

Board Leadership Structure

Our Board believes that the decision of whether to have the same individual occupy the offices of Chairman and CEO should be made by our Board, from time to time, in its business judgment after considering relevant factors, including the specific needs of the Company and what is in the best interests of the Company and our stockholders. Currently, the roles of Chairman and CEO are separate, which our Board believes is appropriate and in the best interests of the Company and our stockholders. The separate roles allow the CEO to focus on managing the daily operations of the Company, while the Chairman oversees our Board’s significant functions. Mr. Fredrickson, our current Executive Chairman, has leveraged his extensive experience in the financial sector and past daily operational management experience to effectively and efficiently guide our Board by focusing its attention on issues of greatest importance to the Company and our stockholders.

Our Corporate Governance Guidelines provide that a Lead Independent Director will be selected by the independent directors whenever the individual selected to serve as Chairman is also the CEO or otherwise not independent. Given his expanded Board leadership responsibilities with respect to Board refreshment, new director onboarding, investor engagement, strategic planning and facilitating the transition of the Company’s next President and CEO after Mr. Atal’s retirement, the Board appointed Mr. Fredrickson Executive Chairman effective April 1, 2025. As Executive Chairman, Mr. Fredrickson no longer qualifies as independent under Nasdaq listing standards or SEC rules and regulations. Lance L. Weaver serves as the Lead Independent Director and has the following duties and responsibilities:

Building Our Board

Our Board recognizes that the duties and responsibilities of a director require highly skilled individuals with diverse qualities, backgrounds, attributes and professional experience. Our Board and the Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of our Board’s overall composition and the Company’s current and future needs. The Nominating and Corporate Governance Committee reviews potential candidates for director vacancies and recommends nominees to our Board for approval. In identifying potential candidates for Board membership, the Nominating and Corporate Governance Committee relies on suggestions and recommendations from directors, stockholders, management and others, including executive search and board advisory firms when deemed appropriate. Since the 2024 Annual Meeting, the Board engaged a third-party search firm to conduct a director search. Mr. Butler was recommended to the Nominating and Corporate Governance Committee as part of this director search process. The Nominating and Corporate Governance Committee does not distinguish between nominees recommended by stockholders and other nominees.

Stockholders wishing to suggest candidates to the Nominating and Corporate Governance Committee for consideration as directors may submit a written notice to our Corporate Secretary following the procedures set forth in our Amended and Restated By-Laws (“By-Laws”), as described under “Stockholder Proposals” on page 49 of this Proxy Statement.

Corporate Governance

Our Board and Nominating and Corporate Governance Committee have determined that there are general requirements for service on our Board that all directors must possess, including the following:

Director Qualifications

In addition to the characteristics each director must possess, our Board and the Nominating and Corporate Governance Committee have identified the following qualifications, experience, knowledge, skills and abilities that are important to be represented on our Board as a whole, in light of the Company’s current needs and business priorities:

Board Committees

The standing Committees of our Board are the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Risk Committee. Each standing Committee operates pursuant to a written charter, which is available on the Investor Relations page of our website at www.pragroup.com. All members of the standing Committees are independent as defined by Nasdaq listing standards and SEC rules. In addition, each member of the Compensation Committee is a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and each member of the Audit Committee is an “audit committee financial expert” as defined by the Exchange Act. Each standing Committee has the ability to retain, at the Company’s expense, special legal, accounting or other consultants or advisors it deems necessary in the performance of its duties. Additional information concerning the standing Committees as of April 21, 2025 is included in the following chart.

Corporate Governance

Corporate Governance

Board’s Role in Risk Oversight

Our Board recognizes that the Company faces a broad range of risks, including financial, regulatory, operational, political, reputational, governance, legal and cybersecurity, that may affect its ability to execute corporate strategies and fulfill business objectives. Our Board has delegated to its Risk Committee the responsibility for overseeing the Company’s risk profile and management’s processes for assessing and managing risk, while management is responsible for daily risk management. Our Chief Risk and Compliance Officer attends all meetings of the Risk Committee and meets in executive session with the Risk Committee at each of its meetings.

Our Board has also assigned to its remaining Committees the responsibility for reviewing, evaluating and making recommendations concerning important risk categories that fall within their scope of responsibility, including the following:

Management’s role in assisting our Board with its risk oversight responsibility is critical. In order to support our Board’s risk oversight role, the Company has a Risk Assessment and Action Committee (“RAAC”), which reviews, evaluates and reports on the processes used to identify, assess and manage risk throughout the Company. The RAAC is comprised of the Company’s executive officers and is chaired by our Chief Risk and Compliance Officer, who reports to the Risk Committee at each of its meetings.

Members of senior management routinely attend Board meetings and report on their activities, including significant risks. These reports include risk considerations and discussions concerning actions and strategies for monitoring, managing and mitigating any significant risks identified. In addition, the Company’s Compliance Department, which reports to our Chief Risk and Compliance Officer, documents known compliance risks, assesses the sufficiency of risk identification and recommends risk management and mitigation strategies.

Board’s Role in Management Succession Planning

Our Board oversees management succession with a critical focus on succession for the CEO given the importance of the role and its direct reporting to our Board. To support our Board in its oversight role, it has delegated primary responsibility for management succession, including non-emergency CEO succession planning, to the Nominating and Corporate Governance Committee. As outlined in our Corporate Governance Guidelines, our Board maintains and approves a succession plan that includes a plan for emergencies and the death, disability, termination, retirement or resignation of our CEO. Our emergency CEO succession plan designates an individual to serve as CEO, establishes the processes to be followed and includes an internal and external communication plan whenever the CEO is unable to perform the CEO’s duties.

Our Board believes that management succession and related developments are ongoing processes. At least annually, the Nominating and Corporate Governance Committee meets with our CEO to discuss succession planning for all executive officers and, at the CEO’s discretion, meets with any of the CEO’s direct reports (collectively, “senior management”). Annually, our CEO identifies for the Board senior leaders who can succeed our CEO in the short-term (1-2 years) and longer term (3+ years). The Lead Independent Director, in his capacity as Nominating and Corporate Governance Committee Chair, facilitates periodic discussions related to management succession in executive session with a focus on CEO succession. Senior management presents to, and interacts informally with, our Board at each Board meeting, which enables our Board to assess the skills, experience and qualifications of senior management. Our CEO also meets at least annually with the Compensation Committee to discuss the performance of senior management and communicates any performance-related issues to our full Board.

Corporate Governance

As part of the Board’s ongoing succession planning processes, on April 2, 2025, Martin Sjolund, President of PRA Group Europe, was appointed as the Company’s next President and CEO effective as of the date of the Annual Meeting. Mr. Sjolund’s appointment was the result of our Board’s ongoing succession planning process supplemented by processes designed to identify a successor for Mr. Atal, who notified the Board that he would retire as CEO and a director effective June 17, 2025, the date of the Annual Meeting. In addition to our Board’s ongoing processes (performance reviews, identification as a CEO successor and frequent interactions spanning several years), our Board engaged both a third-party CEO succession consultant and search firm to, among other responsibilities, advise on our succession planning processes, develop a strategic profile for the CEO role, administer leadership and other assessments and evaluate candidates for the CEO role.

After the completion of these processes, our Board determined that it was in the Company’s best interest to appoint Mr. Sjolund as President and CEO of the Company when Mr. Atal retires. To facilitate an orderly and effective leadership transition, our Board and Mr. Atal have agreed that he will remain employed by the Company as a senior advisor through December 31, 2025, which is the expiration date set forth in his current employment agreement. In addition, our Board appointed Mr. Fredrickson to serve as Executive Chairman to support Mr. Sjolund both before and after Mr. Atal’s departure. Given Mr. Fredrickson’s extensive knowledge of the Company, financial industry expertise, experience with investor relations and understanding of the U.S. regulatory framework, our Board determined that Mr. Fredrickson would be a valuable resource for Mr. Sjolund as he assumed global responsibility for the Company.

Director Independence

Our Board has established guidelines, which conform to the independence requirements included in the Nasdaq listing standards and SEC rules and regulations, to assist it in determining director independence. Based on these guidelines, as of the Record Date, our Board has determined that Messrs. Butler, Marino, Olsen, Paschke, Tabakin and Weaver and Mses. Connelly, Gadhia, and Turner are independent according to Nasdaq listing standards and SEC rules.

Director Attendance

During 2024, our Board held 11 meetings. Each director attended at least 75% of the aggregate number of meetings of our Board and the Committees on which the director served during 2024. Directors are encouraged to attend our Annual Meeting of Stockholders and all then serving directors attended our 2024 Annual Meeting of Stockholders (“2024 Annual Meeting”).

Director Compensation

Our Board, upon the recommendation of the Compensation Committee, establishes the compensation for our non-employee directors. Non-employee director compensation for 2024 included annual cash retainers for our Board members, Chairman, Committee members, Committee Chairs and our Lead Independent Director. On the date of our 2024 Annual Meeting, each non-employee director also received an equity award valued at approximately $155,000 that consisted of restricted stock units (“RSUs”) that vest on the anniversary of the grant date or the date of the next annual meeting of the Company’s stockholders that follows the grant date, if earlier. The vesting schedule for the RSUs and the director stock ownership guidelines described below are intended to align our non-employee directors’ economic interests with those of our stockholders.

Cash retainers for our Board for 2024 were as follows:

Note that Committee Chairs only receive a retainer for their service as Committee Chairs and not also for serving as Committee Members. Also, effective April 1, 2025, Mr. Fredrickson will only receive compensation as Executive Chairman, and will no longer receive compensation for his service as a director.

Corporate Governance

Our non-employee directors received the following compensation for service during 2024:

In addition to the compensation described above, each non-employee director is reimbursed for travel expenses incurred for attending Board meetings and reasonable expenses associated with participating in continuing education programs. We offer no retirement benefits or perquisites to directors. We maintain directors’ and officers’ liability insurance policies covering all directors.

Director Stock Ownership Guidelines

Recognizing that each director should have a substantial personal investment in the Company, our Board has adopted stock ownership guidelines that require beneficial ownership by each non-employee director of shares of our common stock valued at not less than five times the director’s annual cash retainer for serving on our Board. Directors are expected to acquire and maintain this share ownership threshold within five years after joining our Board. As of April 21, 2025, all non-employee directors who have served on our Board for at least five years have met the stock ownership requirement.

Communications with Our Board

Stockholders may communicate with members of our Board by transmitting their correspondence by mail or email. All such communications should be sent to the attention of our Corporate Secretary as specified below:

Corporate Secretary

PRA Group, Inc.

120 Corporate Boulevard

Norfolk, Virginia 23502

[email protected]

Communications that are addressed to one or more directors will be collected and organized by our Corporate Secretary and forwarded to our Chairman, or if addressed to a specific independent director, to that director, as soon as practicable. Communications that are abusive, derogatory or that present safety or security concerns may be handled differently. If multiple communications are received on a similar topic, our Corporate Secretary may forward only representative correspondence or summaries. Our Corporate Secretary will determine whether any communication addressed to our entire Board as a whole should be properly addressed by our entire Board or by a Committee. If a response to the communication is

Corporate Governance

warranted, the content and method of the response will be coordinated with our Corporate Secretary. Stockholders may use the Company’s toll-free ethics hotline to communicate concerns to our Board in a confidential or anonymous manner by dialing 1-855-874-2659. All stockholder communications to the Company’s confidential ethics hotline are referred to our Lead Independent Director.

Code of Conduct

Our Board has adopted a Code of Conduct, which applies to our directors and all employees of the Company, including our CEO and our CFO, who is also our principal accounting officer. Our Code of Conduct, which can be found on the Investor Relations page of our website at www.pragroup.com, governs the work behavior and business relationships of the Company’s directors, officers, employees and independent third parties acting on behalf of the Company and sets forth the Company’s policies regarding ethics and standards of business conduct, including conflicts of interest and insider trading. We will disclose amendments to our Code of Conduct, as well as any waivers of the Code, on our website as permitted by SEC rules. During 2024, there were no waivers of our Code of Conduct for any director or executive officer.

Policy for Approval of Related Party Transactions

Our Board has adopted a written Related Party Transaction Policy governing the review, approval and disclosure of transactions between the Company and directors, director nominees, executive officers, beneficial owners of more than 5% of our common stock and immediate family members of any of the foregoing (each, a “related party”). Under our Related Party Transaction Policy, the Nominating and Corporate Governance Committee must approve or ratify any related party transaction that involves amounts greater than $120,000 in a calendar year and in which a related party has a direct or indirect material interest. Under our Related Party Transaction Policy, certain transactions with related parties are deemed pre-approved, such as transactions in which the related party’s interest arises solely from the person’s service as a director of another entity that is a party to the transaction, certain charitable contributions and transactions determined by competitive bids. In assessing a related party transaction, the Nominating and Corporate Governance Committee considers several factors including the commercial reasonableness of the terms of the transaction, the materiality of the transaction to the Company and the impact of the transaction on the related party’s independence. During 2024, there were no related party transactions.

Pledging

Our Anti-Pledging Policy prohibits our directors, officers and employees from pledging, alienating, attaching or otherwise encumbering our common stock and any purported pledge, alienation, attachment or encumbrance thereof is void and unenforceable against the Company or any affiliate of the Company.

Hedging

Our Anti-Hedging Policy prohibits our directors, officers and employees from speculating or hedging their interests in equity securities of the Company. Accordingly, directors, officers and employees may not “play the market” in equity securities of the Company by engaging in speculative transactions such as any direct or indirect hedging transaction that could reduce or limit the individual’s economic risk with respect to his or her holdings, ownership or interest in the common stock or other securities of the Company, including outstanding restricted stock units and performance stock unit awards, the value of which are derived from, make reference to or are based on the value or market price of common stock or other securities of the Company. Prohibited transactions include same day purchase and sales, prepaid variable forward contracts, equity swaps, short sales, collars, puts, calls or other derivative securities that are designed to hedge or offset a decrease in market value of the equity securities of the Company.

Proposal 1: Election of Directors

Directors are elected at each annual meeting to serve until the next annual meeting and until their successors are duly elected and qualified. Each director nominee was nominated by our Board for election upon the recommendation of the Nominating and Corporate Governance Committee. Moreover, each nominee was elected previously by our stockholders except for Mr. Butler, who was elected by our Board effective January 1, 2025.

Our Board currently consists of 11 directors. In connection with Mr. Atal’s retirement as the Company’s President and CEO on June 17, 2025, he will retire from the Board effective immediately following the Annual Meeting. Additionally, Mr. Marino notified the Company of his decision to retire from the Board immediately following the Annual Meeting. As a result, neither Mr. Atal nor Mr. Marino will stand for re-election at the Annual Meeting. As of the date of the Annual Meeting, our Board will be reduced to 9 directors. Proxies cannot be voted for a greater number of individuals than the number of nominees.

Nominees for director who receive the affirmative votes of a majority of the votes cast in person or by proxy at the Annual Meeting will be elected. Any nominee for director who does not receive the affirmative vote of a majority of the votes cast must offer promptly in writing to submit the director’s resignation to our Board. The Nominating and Corporate Governance Committee will then consider the offer and will recommend to our full Board what action should be taken. Our Board will consider all factors it deems relevant to the best interests of the Company and our stockholders and determine whether to accept the director’s resignation within a reasonable period of time after certification of the election results.

Each nominee has consented to serve as a director if elected. We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve. However, if any nominee should become unable or unwilling to serve, proxies may be voted for another person nominated as a substitute by our Board or our Board may reduce the number of directors. If our Board nominates a substitute, the shares represented by all valid proxies will be voted for that nominee.

We did not receive any nominations or recommendations for director from stockholders for consideration at the Annual Meeting.

Director Nominees

 

 

Age: 54

Independent

Committee Membership: Risk

 

 

Background:

Mr. Butler has served as Chief Technology Officer at Foot Locker, Inc. (NYSE), a leading global footwear and apparel retailer since 2023. From 2020 to 2023, Mr. Butler served as Chief Information Officer at Casey’s General Stores, Inc. (Nasdaq), a convenience store chain. From 2015 to 2020, Mr. Butler served as Senior Vice President of Information Technology and Chief Information Officer at Dine Brands Global, Inc. (NYSE), the parent company of Applebee’s and IHOP restaurants. From 2011 to 2015, Mr. Butler served as Vice President in the technology services division of Target Corporation. Since 2019, Mr. Butler has served on the board of directors and audit committee for Potbelly Corporation (Nasdaq), a publicly traded, fast casual restaurant chain.

 

Director Skills and Qualifications:

Mr. Butler’s experience as both a Chief Technology Officer and Chief Information Officer of large, publicly traded and global companies, provides him with a comprehensive understanding of complex IT issues, and expertise in digital, data and analytics and cybersecurity and qualifies him to serve on our Board.

 

		Information Technology/Data Governance/ Cybersecurity Experience
		International/Global				Public Company
		Risk Oversight				Strategic Planning

Public Company Directorships:

 

•

Potbelly Corporation

Education:

 

•

Doctorate, Management, University of Maryland University College Campus

•

M.B.A., Embry Riddle Aeronautical University

•

B.S., Computer Science, Grambling State University

 

 

Age: 63

Independent

Committee Membership: Audit (Chair), Risk

 

 

Background:

Ms. Connelly has approximately 30 years of experience as an executive in financial services and operations. From 2014 until her retirement in 2017, Ms. Connelly was the Chief Operating Officer of Convergys Corporation (NYSE), a publicly traded, global leader in customer management. From 2012 to 2013, she was the Interim President of Longwood University. From 2009 to 2011, Ms. Connelly was the Global Chief Operating Officer at Barclaycard where she was responsible for the operations and technology support of the consumer and commercial credit card, merchant acquiring and point of sale finance businesses. From 2006 to 2008, Ms. Connelly was the Chief Operating Officer of Wachovia Securities, and prior to that, she spent 12 years at Capital One Financial Corporation (NYSE) in roles of increasing responsibility, including Executive Vice President, Head of Infrastructure for U.S. credit card operations and interim Chief Information Officer. Since 2021, Ms. Connelly has served on the board of directors, including on the audit committee, nominating, governance and social responsibility committee, compensation and talent development committee and the innovation committee, of Altria Group, Inc. (NYSE) and previously served on our Board from 2013 to 2014.

Director Skills and Qualifications:

Ms. Connelly’s extensive experience in the financial services industry with publicly traded, global companies qualifies her to serve on our Board.

 

 

		Information Technology/Data Governance/ Cybersecurity Experience
		Financial Industry				International/Global
		Public Company				Risk Oversight

Other Public Company Directorships:

 

•

Altria Group, Inc.

Education:

 

•

Advanced Management Program, Harvard Business School

•

B.A., Political Science, University of Delaware

Director Nominees

 

 

 

 

Age: 65

Executive Chairman of the Board

Committee Membership: None

 

 

 

Background:

Mr. Fredrickson, who is retired, has over 30 years of experience in the financial industry predominantly in executive roles with oversight of most key functions. He has served as Executive Chairman of the Board since April 1, 2025, having previously served as Chairman of the Board since April 1, 2020 when he retired from the Company. From June 2017 until March 31, 2020, he served as the Company’s Executive Chairman to support the transition of the CEO role and expand the Company’s presence in Europe. Mr. Fredrickson was Chairman and CEO from 2002 until June 2017 and also served as the Company’s President from 1996 to August 2015. Prior to co-founding the Company in 1996, Mr. Fredrickson held leadership roles with Household International (“HI”) in various business units responsible for distressed consumer, commercial and commercial real estate debt. Before joining HI, Mr. Fredrickson specialized in corporate and real estate workouts at Continental Bank of Chicago.

 

Director Skills and Qualifications:

Mr. Fredrickson’s leadership of the Company in his current and previous roles as Chairman, Executive Chairman, President and CEO, and his extensive industry knowledge qualify him to serve on our Board.

 

		Financial Industry				International/Global
		Public Company				Risk Oversight
		Strategic Planning

Other Public Company Directorships:

 

•

None

Education:

 

•

M.B.A., Finance, School of Business, University of Illinois

•

B.S., Business Administration, University of Denver

 

 

 

Age: 63

Independent

Committee Membership: Audit, Nominating and Corporate Governance

 

 

Background:

Ms. Gadhia founded the financial technology company Snoop in 2019 and served as its Executive Chair until July 2023 when she retired. She is a Chartered Accountant who began her career with Ernst & Young LLP and later joined Norwich Union (now Aviva) as a Senior Manager before founding Virgin Direct in 1995, which was acquired by the Royal Bank of Scotland (“RBS”) in 2001. She subsequently spent five years at RBS before returning to Virgin Money as CEO from 2007 to 2018. Following the sale of Virgin Money, Ms. Gadhia joined Salesforce, Inc. (NYSE) as CEO – United Kingdom and Ireland from 2019 until 2021, when she joined Snoop full-time.

Ms. Gadhia has served as Chair of the Boards of His Majesty’s Revenue & Customs since 2020, MoneyFarm, an online investment advisor and digital wealth management company, since 2022; and Ozone API since 2024. She has also served as Senior Advisor for Vanquis Banking Group PLC (LSE), which acquired Snoop, since 2023 and previously as Senior Advisor for UniCredit from 2023 to 2024.

Ms. Gadhia was awarded Commander of the Order of the British Empire (“CBE”) in 2013 for her services to banking and the community, Dame CBE in 2019 for her services to the financial industry in general and women in the financial industry in particular, and Commander of the Royal Victorian Order in 2022.

Director Skills and Qualifications:

Ms. Gadhia’s extensive financial industry experience, including as a founder of two financial services companies, as well as her leadership roles in public companies, qualifies her to serve on our Board.

 

		Financial Industry
		International/Global				Public Company

Other Public Company Directorships:

 

•

None

Education:

 

•

B.A., History, University of London

Director Nominees

 

 

Age: 52

Independent

Committee Membership: Compensation, Nominating and Corporate Governance

 

 

Background:

Mr. Olsen has served as the CEO of Andenes Investments, a private investment company focusing on finance and technology since 2018. He was the CEO and a board member of Aktiv Kapital, AS, a leading European consumer debt purchaser, from September 2011 until its acquisition by the Company in 2014. From August 2014 until January 2016, Mr. Olsen served as the CEO of PRA Group Europe. Prior to Aktiv Kapital, Mr. Olsen held various leadership roles in sales, marketing and strategy with Cisco Systems and Tandberg, a Norwegian company that Cisco acquired in 2010. He also advised financial services and technology companies as a consultant at McKinsey & Company for five years prior to joining Tandberg. In 2013, Mr. Olsen cofounded Ubon Partners, an investment company focused on early-stage companies in technology and financial services, and was a partner until December 2018. He is currently a board member of portfolio companies such as Avida Finans AB and Huma AS. He is also a director of Pexip ASA, a Norwegian technology company listed on the Oslo Stock Exchange.

Director Skills and Qualifications:

Mr. Olsen’s in-depth understanding of the European consumer finance and debt purchase markets and experience in using technology to transform businesses qualify him to serve on our Board.

 

 

		Information Technology/Data Governance/ Cybersecurity Experience
		Financial Industry				International/Global
		Strategic Planning

Other Public Company Directorships:

 

•

Pexip ASA

Education:

 

•

Master of Economics, Norwegian School of Economics

 

 

Age: 56

Independent

Committee Membership: Audit, Compensation (Chair)

 

 

 

Background:

Mr. Paschke is Managing Partner of WinForest Partners (“WinForest”), a private equity firm focused on investments in healthcare, technology and services. Before transitioning to a full-time role with WinForest in December 2023, Mr. Paschke served as a Senior Director of Investment Banking for William Blair & Company, a leading global investment banking firm focused on serving high quality growth companies (“William Blair”), from January 2023 to December 2023, having previously served as Vice Chair of Investment Banking at William Blair from 2021 to January 2023. Mr. Paschke joined William Blair in 1997 and served in roles of increasing responsibility, including leader of the Equity Capital Markets Group from 2009 to 2020. Since 2021 Mr. Paschke has served on the board of directors and audit committee for Duluth Holdings Inc. (Nasdaq).

 

Director Skills and Qualifications:

Mr. Paschke’s executive leadership roles and extensive experience working with public companies, including his role as a leader of William Blair’s Investment Banking and Equity Capital Markets groups, and Public Company Investment Banking, provide him with the requisite management experience and business expertise to serve on our Board.

 

		Financial Industry				International/Global
		Public Company				Strategic Planning

 

Other Public Company Directorships:

 

•

Duluth Holdings Inc.

Education:

•

M.B.A., Harvard Business School

•

B.A., Politics, Princeton University

Director Nominees

 

 

Age: 66

Independent

Committee Membership: Audit, Risk (Chair)

 

 

Background:

Mr. Tabakin is an executive-level consultant, advising boards and management teams on strategy, capital raising, capital structures and exit strategies. He was a certified public accountant and has 40 years of public company and healthcare industry experience, which includes service as Executive Vice President and CFO of Value Options, Inc. (acquired by Anthem, Inc., NYSE); Executive Vice President and CFO of Bravo Health, Inc. (acquired by Cigna Corporation, NYSE); Executive Vice President and CFO of AMERIGROUP Corporation (NYSE, acquired by Anthem, Inc.); Executive Vice President and CFO of Beverly Enterprises, Inc. (NYSE, now known as Golden Gate National Senior Care, LLC); and as an executive with Ernst & Young LLP.

Director Skills and Qualifications:

Mr. Tabakin’s experiences, including his tenure as the CFO of two large publicly traded companies, provide him with a comprehensive understanding of the complex financial and regulatory issues facing public companies and qualify him to serve on our Board.

 

		Financial Industry				Government & Regulatory
		Public Company				Risk Oversight
		Strategic Planning

Public Company Directorships:

 

•

None

Education:

 

•

B.S., Accounting, University of Illinois

 

 

Age: 63

Independent

Committee Membership: Nominating and Corporate Governance, Risk

 

 

Background:

Ms. Turner has served as Vice President and Executive Advisor of the Social Innovation Department of Toyota Motors North America (“Toyota Motors”) since January 2022. Prior to her current position, she served as Vice President of Lexus Guest Retention and Loyalty from 2019 to 2022, Vice President of Lexus Guest Experience from 2012 to 2019 and Vice President of Toyota Customer Relations from 2011 to 2012. Ms. Turner joined Toyota Motors in 1991 and held various positions related to parts, customer service, new business development, procurement, supply chain management and real estate before becoming Vice President, Toyota Customer Relations in 2011.

Director Skills and Qualifications:

Ms. Turner’s executive leadership experience and her significant experience developing and executing on initiatives focused on maximizing customer experience qualify her to serve on our Board.

 

		International/Global				Public Company

 

Public Company Directorships:

 

•

None

Education:

 

•

B.A., University of California Irvine

•

M.B.A., Loyola Marymount University

Director Nominees

 

 

Age: 70

Lead Independent Director

Committee Membership: Compensation, Nominating and Corporate Governance (Chair)

 

 

Background:

Mr. Weaver serves as the Lead Independent Director and is an accomplished consumer financial services executive with nearly 40 years of experience across the consumer lending, mortgage and credit card asset classes. He has served as an advisor to financial services companies, including Visa Inc. (NYSE), Citigroup (NYSE), Total System Services, Inc. and Apollo Global Management, Inc., and was President, Money Cards for Virgin Money Holdings in the U.K. from 2013 until his retirement in 2015. Before holding these positions, Mr. Weaver’s experience includes serving as President of EMEACard Services for Bank of America Corporation (NYSE); service on the senior management team of MBNA Corporation for 15 years; and executive leadership roles with Citigroup, Wells Fargo & Company (NYSE) and Maryland National Bank. From 2017 to 2020, Mr. Weaver served on the board of directors of Internap Corporation, a leading provider of high-performance data center services including high-density colocation and value-added services such as managed hosting, cloud and network connectivity.

Director Skills and Qualifications:

Mr. Weaver’s international experiences in the financial services industry along with his experience working for complex, highly regulated, publicly traded organizations qualify him to serve on our Board.

 

		Financial Industry				Government & Regulatory
		International/Global				Public Company
		Risk Oversight

Public Company Directorships:

 

•

None

Education:

 

•

B.S., Marketing, Georgetown University

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee is responsible for the engagement, compensation and oversight of our independent registered public accounting firm. The Audit Committee is also directly involved in the selection of the lead engagement partner from our independent registered public accounting firm in conjunction with the periodic mandated rotation of the lead partner. As ratified by stockholders at the 2024 Annual Meeting, the Audit Committee appointed Ernst & Young LLP (“EY”) to serve as our independent registered public accounting firm for the year ended December 31, 2024.

In evaluating the performance and considering the engagement of our independent registered public accounting firm, including whether to rotate firms, the Audit Committee considers various factors, including the firm’s capability and expertise in handling the scope and complexity of our audit, information related to audit effectiveness, fees and the potential impact of changing firms. Based on these factors, the Audit Committee has determined that the continued engagement of EY as our independent registered public accounting firm is in the best interests of the Company and its stockholders. As a result, the Audit Committee has selected EY to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

Although not required to do so, our Board is submitting the appointment of EY for ratification by our stockholders as a matter of good corporate governance practice. The Audit Committee is not required to take any action based on the outcome of the vote on this Proposal 2. However, if our stockholders do not ratify the appointment of EY, the Audit Committee will consider whether to select a different independent registered public accounting firm. Even if the selection of EY is ratified by our stockholders, the Audit Committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Representatives of EY are expected to attend the Annual Meeting, will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate stockholder questions.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF EY AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025.

Audit Committee Matters

Audit Committee Report

The Audit Committee’s written charter, adopted by our Board, outlines the Audit Committee’s organization, meeting protocol and responsibilities. The Audit Committee reviews the charter annually and recommends amendments as necessary to our Board for its approval. In carrying out its responsibilities, the Audit Committee meets regularly, together with management, the Chief Audit Executive (the head of our internal audit department) and the independent registered public accounting firm. During these meetings, the Audit Committee reviews and discusses draft financial statements and earnings releases, significant accounting and financial reporting matters, and the results of internal and external audit work. The Audit Committee also meets in periodic executive sessions with our independent registered public accounting firm to discuss the overall quality of the Company’s financial reporting and any other matters as appropriate. Additionally, the Audit Committee meets in periodic executive sessions with each of the CFO and the Chief Audit Executive.

The Audit Committee relies on the knowledge and expertise of management and our independent registered public accounting firm in carrying out its oversight responsibilities. Management is responsible for preparing the Company’s consolidated financial statements, maintaining adequate internal control over financial reporting and assessing the effectiveness of the Company’s internal control over financial reporting. Our independent registered public accounting firm is responsible for conducting independent audits of the Company’s consolidated financial statements and internal control over financial reporting, and for expressing opinions on the conformity of the financial statements with generally accepted accounting principles and on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee’s responsibility is to oversee these activities, including discussing with our independent registered public accounting firm the scope of, plans for, and results of the annual audit. The Audit Committee is also responsible for oversight of the internal audit function, including its charter, strategic plan, audit plan, budget, performance and activities.

The Audit Committee has reviewed and discussed with management and EY, the Company’s 2024 audited financial statements and the assessment of the effectiveness of the Company’s internal control over financial reporting. The Audit Committee has also discussed with EY the matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board. In addition, the Audit Committee has received from EY the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding EY’s communications with the Audit Committee concerning independence and has discussed with EY its independence.

Based on the review and discussions referred to above, the Audit Committee recommended to our Board that the audited financial statements be included in the 2024 Form 10-K for filing with the SEC.

Audit Committee

Marjorie M. Connelly, Chair

Dame Jayne-Anne Gadhia

Brett L. Paschke

Scott M. Tabakin

Audit Committee Matters

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has adopted policies and procedures that require the pre-approval of audit, audit-related and permissible non-audit services provided by our independent registered public accounting firm. In the event that the Audit Committee Chair provides such pre-approval, the Audit Committee Chair will report any pre-approval decisions to the Audit Committee at its next meeting. During 2024, all audit, audit-related and permissible non-audit services provided by EY were pre-approved by the Audit Committee or Audit Committee Chair.

Fees Paid to EY

The following table sets forth the fees billed by EY for the years ended December 31, 2023, and December 31, 2024.

Audit Fees

Fees for audit services relate primarily to professional services rendered for the audits of our annual consolidated financial statements and effectiveness of our internal control over financial reporting and reviews of the quarterly consolidated financial statements included in our Quarterly Reports on Form 10-Q as well as statutory audit fees related to our wholly-owned foreign subsidiaries.

Tax Fees

Tax services relate primarily to permitted tax-related advisory services.

All Other Fees

All other fees relate to professional services rendered for permitted advisory services.

The Audit Committee has considered the provision of these services by EY and has determined that the services were compatible with EY maintaining its independence.

Executive Officers

Proposal 3: Approval of NEO Compensation

We are asking our stockholders to approve, on a non-binding advisory basis, the compensation of our NEOs as disclosed in this Proxy Statement, including the “Compensation Discussion and Analysis” section and accompanying compensation tables and narrative discussion. A vote in favor of this Proposal 3 will not approve any specific item of compensation but will instead reflect your support for the overall compensation of our NEOs.

The objectives of our executive compensation program include attracting, retaining and motivating highly skilled executives who will drive the attainment of our short- and long-term financial and strategic objectives, including creating value for our stockholders. We seek to closely align the interests of our NEOs with the interests of our stockholders while rewarding performance appropriately and discouraging unnecessary or excessive risk-taking. We encourage stockholders to carefully review the “Compensation Discussion and Analysis” section and accompanying compensation tables and narrative discussion beginning on page 21 for a more detailed description of our executive compensation program and decisions, including our pay-for-performance philosophy and alignment.

At our 2024 Annual Meeting, over 91% of the shares voted were cast in support of the compensation of our NEOs. Considering the favorable results of this vote, the Compensation Committee did not make substantial changes to our 2024 executive compensation program for our NEOs. Our Board recommends that stockholders again approve and support the decisions pertaining to the compensation of our NEOs and our executive compensation program.

Although the vote on Proposal 3 is not binding on the Company, our Board or the Compensation Committee, the vote will provide important information regarding stockholder sentiment about the Company’s executive compensation philosophy, policies and practices. We value the opinions of our stockholders and will consider any concerns raised, as reflected by any significant negative vote on this Proposal 3, when making future executive compensation decisions.

We currently intend to request stockholder approval, on a non-binding advisory basis, of the compensation of our NEOs at our 2026 Annual Meeting of Stockholders, which is consistent with stockholder approval, on an advisory basis, at our 2023 Annual Meeting of Stockholders of the 1-year option for the frequency of our Say-on-Pay vote.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the section of this Proxy Statement entitled “Compensation Discussion and Analysis” with management. Based on this review and discussion, the Compensation Committee has recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee

Brett L. Paschke, Chair

Glenn P. Marino

Geir L. Olsen

Lance L. Weaver

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) is intended to provide you with a description of our executive compensation program, with a focus on the Compensation Committee’s decisions with respect to our NEO’s compensation for the year ended December 31, 2024. This CD&A should be read in conjunction with the compensation tables that immediately follow this section and our 2024 Form 10-K.

2024 Named Executive Officers

Executive Summary

2024 Key Financial and Operational Highlights

As the Compensation Committee oversaw and decided on executive compensation matters during 2024, it considered several items, including our executive officers’ pivotal role in achieving the key financial and operational results described in the section titled “Proxy Summary” on page i of this Proxy Statement. The chart below describes our NEOs key accomplishments in 2024, which helped stabilize the Company’s U.S. operations and positioned the company for a turnaround in its financial performance.

Compensation Discussion and Analysis

Philosophy and Objectives of Our Executive Compensation Program

We believe that the compensation realized by our executive officers should generally reflect the individual skills and contributions of the individual executive, the Company’s overall performance against its strategic and operating plans and the impact of the Company’s performance on stockholder value. Our executive compensation program is designed to achieve the following key objectives:

Compensation Discussion and Analysis

Key Features of our Executive Compensation Program

We have adopted policies and practices to support our executive compensation philosophy and the objectives of our executive compensation program, including:

Compensation Discussion and Analysis

Key Elements of our 2024 Compensation Program

Element

Key Characteristics

Primary Objectives

FIXED PAY

Annual Compensation

Base Salary

Cash

Attracts, retains and rewards NEOs by providing a fixed source of income to reflect experience, skills and competencies.

Reviewed annually and generally targeted at the Compensation Peer Group median, subject to individual performance and internal pay equity.

AT-RISK PAY

Short-Term Incentive Awards

Annual Bonus

Cash

Focuses NEOs on our annual results and aligns NEOs’ interests with those of our stockholders by rewarding performance focused on the achievement of established financial metrics and strategic objectives.

Variable cash compensation component based on performance against established financial metrics and strategic objectives.   Final payout is based on the Compensation Committee’s analysis of the Company’s performance against the established financial metrics and strategic objectives, in addition to the Company’s performance and our executive officer’s individual performance.

Long-Term Incentive Awards

50% Performance Stock Units (“PSUs”)   50% Restricted Stock Units (“RSUs”)

Common Stock

Aligns the interests of our NEOs with those of our stockholders by linking a substantial portion of NEO compensation to stock price performance and the achievement of long-term Company financial goals.   Provides opportunities for stock ownership, which attracts and motivates our NEOs and promotes retention.

PSUs vest after a three-year performance period, based on the achievement of established financial metrics and stock price performance.   RSUs vest annually over a three-year period.

Compensation Discussion and Analysis

2024 Executive Compensation Decisions

The table below sets forth our annual compensation decision making process for our executive officers, including our NEOs:

Base Salary

Base salary is designed to provide our NEOs with a reasonable level of fixed short-term compensation. The Compensation Committee reviews the base salary for each NEO at least annually and adjusts base salaries when appropriate. When determining base salaries, the Compensation Committee considers each NEO’s total direct compensation and performance, the Company’s performance, comparative peer and market compensation data, internal pay equity and other relevant factors, including the scope of the NEO’s responsibilities relative to our peers and other executives, and any retention concerns.

All NEOs, other than Mr. Sjolund were appointed to their current positions during 2023 and had their respective salaries determined in connection with their appointment. Mr. Sjolund received an increase to his base salary in 2023, to recognize increased management responsibilities. Taking these increases into account, the Compensation Committee determined that base salaries for our NEOs would remain unchanged for 2024, as they continued to be well-aligned with comparable positions to our Compensation Peer Group and reflective of individual responsibilities.

The following table sets forth the 2024 year-end base salary for each NEO.

Annual Bonus Plan

The Annual Bonus Plan is a short-term incentive plan designed to reward our executive officers, including our NEOs. At the beginning of each year, the Compensation Committee establishes performance metrics, typically a combination of financial metrics and strategic objectives that are intended to drive near-term execution and progress against longer-term business objectives and priorities. The Compensation Committee also sets the corresponding performance goals to determine payout outcomes under the Annual Bonus Plan. The target award opportunities are based on a percentage of the executive officer’s base salary (exclusive of any other compensation or benefits) and are payable in cash upon the achievement of a threshold performance level and capped by a maximum performance level as established by the Compensation Committee.

Compensation Discussion and Analysis

2024 Annual Bonus Plan Design

For 2024, the Compensation Committee approved the financial metrics and strategic objectives set forth in the table below upon the recommendation of the CEO:

2024 Annual Bonus Plan Results and Payout

The following table shows the financial performance necessary to achieve threshold (50% payout), target (100% payout), and maximum (200% payout) bonus amounts, along with actual results for 2024. Payouts are linearly interpolated for performance between threshold and maximum.

Following the end of the year, the Compensation Committee considered the Company’s 2024 financial and strategic performance in addition to our NEOs’ accomplishments as described in the “Executive Summary” of this CD&A and determined that the Annual Bonus payout was 120% for each NEO, as shown in the table below.

Compensation Discussion and Analysis

Long-Term Incentive Plan (“LTIP”) Awards

Equity awards, which are made under our 2022 Omnibus Incentive Plan (“2022 Equity Plan”), are intended to focus executives on increasing long-term stockholder value, enhance executive retention and promote executive stock ownership. The Compensation Committee generally grants annual LTIP awards in March.

The Compensation Committee sets target LTIP award amounts for all executives, including our NEOs, based on several factors, including comparative peer and market compensation data for each NEO position in the Compensation Peer Group, the percentage of total direct compensation that is equity-based, equity burn-rate and overhang, LTIP performance goals, the Company’s financial performance and retention considerations. No single factor is given greater weight than any other in the decision-making process. The LTIP awards are delivered using a mix of PSUs and RSUs, with the ratio determined by the Compensation Committee.

2024 LTIP Award Design and Grants

For 2024, the Compensation Committee determined that our NEOs’ 2024 LTIP awards would consist of a mix of 50% PSUs and 50% RSUs, which is consistent and aligns closely with equity compensation market practices of our Compensation Peer Group. The Compensation Committee selected the following three performance metrics for the PSUs awarded for the 2024 LTIP: (i) Adjusted EBITDA, (ii) Relative Total Shareholder Return (“Relative TSR”), and (iii) Return On Average Tangible Equity (“ROATE”). The Compensation Committee believes Adjusted EBITDA, Relative TSR and ROATE are the most appropriate metrics for measuring performance under the LTIP as they encourage our executive officers to focus on actions to improve the long-term financial health and performance of the Company, with an emphasis on value creation for our stockholders. Adjusted EBITDA, Relative TSR and ROATE metrics are independent of each other, and the 2024 LTIP awards can be earned for each metric individually based on performance achievement. A description of each PSU performance metric for the 2024 LTIP is set forth below.

Adjusted EBITDA:

Relative TSR:

Compensation Discussion and Analysis

ROATE:

The table below sets forth the PSU performance metrics at target for 2024:

The table below sets forth the annual LTIP award values granted at target for 2024 for each NEO:

In March 2024, in response to the significant executive leadership transitions and organizational changes in 2023, as well as challenges inherited by the new executive leadership team and their early accomplishments, the Compensation Committee approved a one-time RSU award to each of our NEOs, other than Mr. Atal. These awards, each with a grant date value of $100,000, will vest on March 7, 2026, subject to continued employment. The Compensation Committee viewed these awards as a critical element in supporting a successful CEO transition and maintaining leadership continuity. These awards were designed to reinforce our NEOs’ focus on the Company’s financial turnaround and long-term sustainable growth.

Compensation Discussion and Analysis

Summary of Our Concurrent LTIP Awards Outstanding

Following the grant of the 2024 LTIP awards, our NEOs had three tranches (award years 2022-2024) of LTIP awards outstanding. The key features of these outstanding awards are included below:

2022 LTIP Results and Payouts

In February 2025, the Compensation Committee reviewed the results for the 2022-2024 performance period (January 1, 2022 to December 31, 2024) and determined that 23% of the PSUs granted under the 2022 LTIP were earned based on the Company’s performance on the following metrics:

Our Goal-Setting and Compensation Decision-Making Process

Role of the Compensation Committee

Our Board has delegated oversight of our executive compensation program to its Compensation Committee. Among its duties, the Compensation Committee is responsible for approving all compensation for our executive officers, including our NEOs. Although the Compensation Committee considers our CEO’s recommendations with respect to executive officers other than himself, the Compensation Committee evaluates our CEO’s recommendations independently and makes all final compensation decisions within the parameters of our compensation philosophy and objectives. This process includes the following:

Compensation Discussion and Analysis

The Compensation Committee is supported in its work by its compensation consultant, our CEO (where appropriate) and members of our legal, human resources and finance departments, as needed.

Role of the Compensation Consultant

The Compensation Committee has sole authority to hire its compensation consultant, approve such consultant’s compensation, determine the nature and scope of its services and evaluate its performance. The Compensation Committee may terminate its compensation consultant’s engagement or hire additional consultants at any time. The compensation consultant reports directly to the Compensation Committee.

A representative of the compensation consultant attends Compensation Committee meetings and communicates with the Compensation Committee Chair between meetings, as requested. The compensation consultant provides various executive compensation services to the Compensation Committee, including advising the Compensation Committee on the principal aspects of our executive compensation program, updating the Compensation Committee on evolving executive compensation practices and trends and providing market information and analysis regarding the competitiveness of our executive compensation program and award values in relation to performance.

During 2024, Pearl Meyer performed the following key services for the Compensation Committee:

The Compensation Committee has assessed Pearl Meyer’s independence pursuant to SEC rules and Nasdaq listing standards and has determined that no known conflict of interest exists that prevents Pearl Meyer from serving as the Compensation Committee’s compensation consultant.

Role of Management

At the Compensation Committee’s request, our CEO, and other members of management attend portions of the Compensation Committee’s meetings to discuss the Company’s performance and compensation-related matters. While the CEO is not present during the voting or deliberations relating to his own compensation, he shares his assessment of his performance as well as the performance of our other executive officers with the Compensation Committee and makes recommendations to the Compensation Committee on certain compensation decisions for our other executive officers. The Compensation Committee considers our CEO’s recommendations, as well as data and analyses provided by Pearl Meyer, and to a lesser extent, the other members of management, and is exclusively responsible for determining the total compensation of all of our executive officers, including our NEOs.

Compensation Discussion and Analysis

Use of Competitive Data

In addition to Compensation Peer Group data, the Compensation Committee reviews general industry compensation survey data reported by Willis Towers Watson. The Compensation Committee reviews the data related to the Compensation Peer Group and the Willis Towers Watson survey to ascertain the competitive market for our NEOs, to determine whether our compensation levels are competitive, and to make compensation adjustments to reflect executive performance and Company performance.

Other Programs, Practices and Policies

Perquisites and Other Personal Benefits

We generally do not provide our executive officers, including our NEOs, with perquisites or other personal benefits. We encourage our NEOs to submit to a comprehensive physical examination every three to five years at our expense, at a cost of approximately $5,000 each. We cover the cost of a comprehensive physical examination because we believe it serves a necessary business purpose and protects the interests of the Company and stockholders by requiring each NEO to receive high-quality preventative care, thereby increasing the likelihood of early detection for any serious illness that would prevent them from serving the Company to the best of their ability.

Tax-qualified Retirement Plans

We offer a 401(k) plan for our U.S. employees, including our NEOs. The 401(k) plan is a long-term savings vehicle that enables employees to make pre-tax and post-tax contributions via payroll deductions and receive tax-deferred earnings on the contributions made. Employees are eligible to make voluntary contributions to the plan of up to 100% of their compensation, subject to limitations under the Internal Revenue Code of 1986, as amended. We make matching cash contributions of up to 4% of each participating employee’s eligible pay after the employee completes six months of service with the Company. Employees are able to direct their own investments, among a range of investment choices, under the plan.

We make contributions to our United Kingdom employees’ individual pensions under the Pensions Act 2008 of the Parliament of the United Kingdom, including our NEOs, up to the annual allowance before tax is payable.

Nonqualified Deferred Compensation Plans and Arrangements

We do not offer nonqualified deferred compensation plans or arrangements to any of our executive officers, including our NEOs.

Compensation Discussion and Analysis

Severance and Change in Control Arrangements

As part of our executive compensation program we provide certain severance and change in control benefits to our NEOs. Each NEO is entitled to receive severance benefits under either our Executive Severance Plan or under the terms of an employment agreement. We provide these severance benefits in order to provide an overall compensation package that is competitive with those offered by other companies with whom we compete for executive talent. Additionally, such severance benefits allow our executives to focus on the Company’s business objectives and the interests of our stockholders without concern for their employment security.

Mr. Sehgal and Ms. Tarrant are currently the only participants in the Executive Severance Plan, which provides certain payments and other benefits upon a qualifying termination. Each of Messrs. Atal, Sjolund and James has entered into employment agreements with the Company, and are eligible for severance payments and other benefits upon a qualifying termination as set forth in their employment agreement.

In the case of a termination for cause, no severance payments will be made to our NEOs. We do not provide excise tax reimbursements or gross-ups for severance payment and other benefits upon a qualifying termination. For detailed information on the estimated potential payments and benefits payable to our NEOs in the event of their termination of employment, including following a change in control of the Company, see the section below titled “Post-Employment Compensation Arrangements” in this Proxy Statement.

Stock Ownership Guidelines

We maintain stock ownership guidelines for our executive officers, including our NEOs (the “Guidelines”). Our Board believes in the importance of aligning the economic interests of stockholders and management. The Guidelines were established based on various factors, including executive officer roles, market data, corporate governance practices and the recommendations of the Compensation Committee’s compensation consultant. The Guidelines provide that the Compensation Committee may determine whether, based on the executive’s success in achieving the executive’s stock ownership target, to pay the executive’s annual bonus, if any, in stock, rather than in cash.

The Compensation Committee is responsible for reviewing the Guidelines at least annually and recommending to our Board any changes to the Guidelines. In connection with its annual review, management provides the Compensation Committee with a report showing the extent to which our executives have met the requirements set forth in the Guidelines. This report includes targeted share ownership, actual share ownership, unvested RSUs (which count towards the Guidelines) and any surplus or deficiency that exists.

Equity interests that count toward the satisfaction of the Guidelines include shares owned outright by the individual, shares jointly owned and unvested RSUs. Unearned PSUs do not count toward the Guidelines. Newly hired or promoted executives have five years from the date of the commencement of their appointment to attain these ownership levels. If an executive officer does not meet the applicable ownership level by the end of the five-year period, the executive officer is required to hold a minimum of 50% of the net shares resulting from any future vesting of RSUs or PSUs until the ownership level is met.

The Compensation Committee has determined that for 2024, all NEOs are in compliance with these Guidelines and have either achieved the required level of stock ownership or are within the five-year compliance period associated with their start date as an executive officer.

Compensation Discussion and Analysis

Clawback Policy

We have adopted a Compensation Recovery Policy (“Clawback Policy”), that is intended to comply with the provisions of Exchange Act Section 10D, Exchange Act Rule 10D-1 and Nasdaq Stock Market Rule 5608, which require companies to adopt a formal policy outlining the recovery of incentive-based compensation in the event of certain accounting restatements.

The Board has delegated the administration of the Clawback Policy to the Compensation Committee, which has full and final authority to make all determinations under the Clawback Policy.

The Clawback Policy applies to all incentive-based compensation received by our executive officers after the effective date of the Clawback Policy. In the event of a triggering accounting restatement, the Compensation Committee is tasked with recovering in a reasonably prompt timeframe all incentive-based compensation received by a covered executive officer during the applicable recovery period in excess of the compensation that would have been received had the compensation been determined using the restated amounts.

Tax Deductibility of Executive Compensation

The Compensation Committee carefully considers the tax impacts of its compensation programs on the Company, as well as on its executives. It is the Compensation Committee’s intent to maximize tax deductibility to the extent reasonable, provided the Company’s programs remain consistent with the Company’s overall executive compensation objectives. While the Compensation Committee is mindful of potential tax implications, it reserves the right to adopt such compensation arrangements as may from time to time be desirable to reward, retain or attract highly skilled executives.

Executive Compensation Tables

Summary Compensation Table

The following table sets forth all compensation awarded to, earned by, or paid to each of our NEOs for all services rendered to the Company for the years ended December 31, 2024, 2023, and 2022⁽¹⁾.