DEF 14A

DEF 14A 1 d368388ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

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PROG Holdings, Inc.

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LOGO

256 W. Data Drive

Draper, Utah 84020

May 11, 2021

Dear Fellow Shareholders:

2020 was a pivotal year for PROG Holdings, with respect to both the challenges we faced and the transformational accomplishments we achieved.

Beginning in the first quarter, our management team and employees quickly adjusted the Company’s operations to respond to the COVID-19 pandemic. Our thoughts remain with those most impacted by the pandemic, and I want to express my sincere appreciation to all of our employees who worked incredibly hard during these times of unprecedented challenges and changes.

At the same time as we were responding to the daily challenges presented by the pandemic, we also successfully completed the spin-off of our former Aaron’s Business operating segment and established two standalone publicly-traded companies. Both companies moved forward with improved strategic focus, market-leading positions, the ability to generate strong free cash flows, well-capitalized balance sheets and the potential to unlock substantial value creation opportunities. This strategic transformation was a significant milestone for PROG Holdings, and we believe the Company is now better positioned than ever to grow. As part of the spin-off, your Board of Directors also stewarded a successful leadership succession transition to our new President and Chief Executive Officer, Steve Michaels.

Steve’s appointment is the result of a comprehensive selection process. His in-depth knowledge of PROG Holdings’ business and his existing relationships with the leadership team made him the clear choice to lead the Company at this important and exciting time. The Board unanimously supported Steve’s selection, and we believe he is the ideal person to lead the Company’s next chapter of growth and success. We look forward to working with him as we further develop and advance our strategic roadmap and execute on our growth initiatives.

I am also excited about the composition of the Board of Directors following the spin-off. To further enhance our Board’s capabilities, breadth of experience, and diversity, we recently recruited a new Board member, Jim Smith. We are committed to ensuring that our Board is comprised of high-integrity, highly capable directors who are equipped to oversee the success of the business and effectively represent the interests of all of our shareholders. To that end, we expect our Board will continue to evolve as the Company continues to transform. We encourage you to review the qualifications, skills, and experiences of all of our directors beginning on page 12 of the attached proxy statement.

Finally, I want to encourage all of my fellow shareholders to vote. We understand the importance of listening, and we take your feedback into account as we make decisions, seek to grow our business, improve governance, and increase long-term shareholder value.

On behalf of the Company’s Board of Directors, I want to thank you for your support of, and confidence in, PROG Holdings.

Sincerely,

LOGO

RAY M. ROBINSON

Chairman of the Board

LOGO

256 W. Data Drive

Draper, Utah 84020

May 11, 2021

To My Fellow Shareholders:

Attached to this letter is our proxy statement for our first annual meeting of shareholders following the spin-off of our former Aaron’s Business operating segment. We could not be more excited by the important milestone our first annual meeting represents.

Following the spin-off, our Company is now an asset light, technology-driven provider of lease-to-own and buy-now, pay-later solutions. We believe that we are very well positioned to succeed in this highly attractive market segment with our new operating profile and the substantial capital that allows us to re-invest in our business, acquire innovative technologies, and return capital to shareholders.

However, before we look too far forward, I believe it is important to pause and reflect on how we got to where we are today. When I look back on 2020, I feel tremendous pride in what we accomplished during a time of unprecedented uncertainty and challenges. In the midst of a global pandemic, we remained steadfastly focused on shaping our Company for the future – the result of which was a successful spin-off that set the stage to create even more value for our shareholders. This transformation would not have been possible without the unwavering commitment and leadership of our Board of Directors, management team, and every one of our employees. I am humbled by their resolve and thank all of them for their incredibly hard work during the past year.

One thing that our strategic transformation will not change is the pride our Company has always taken in being a good corporate citizen. We are proud of our responsible business practices and believe that our financial success is driven by having a positive impact in the communities we serve. Furthermore, our employees have always been – and will continue to be – the foundation of our success. We are committed to fostering an inclusive culture that embraces diversity and allows our team members to feel respected and valued so that they can reach their full potential. When we win, we win together.

Thank you for your continued support.

Sincerely,

STEVEN A. MICHAELS

President and Chief Executive Officer

LOGO

256 W. Data Drive

Draper, Utah 84020

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 22, 2021

The 2021 Annual Meeting of Shareholders of PROG Holdings, Inc. (“PROG Holdings” or the “Company”), will be held on Tuesday, June 22, 2021, at 9:00 a.m., Eastern time, and currently is scheduled to be held at the offices of King & Spalding LLP, 17th Floor, 1180 Peachtree Street NE, Atlanta, Georgia 30309, for the purpose of considering and voting on the following items:

To elect seven directors to serve for a term expiring at the 2022 Annual Meeting of Shareholders.

To vote on a non-binding, advisory resolution approving PROG Holdings’ executive compensation.

To ratify the appointment of Ernst & Young LLP as PROG Holdings’ independent registered public accounting firm for 2021.

To amend the PROG Holdings, Inc. Employee Stock Purchase Plan.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Information relating to these items is provided in the accompanying Proxy Statement.

Only shareholders of record, as shown on the stock transfer books of PROG Holdings, as of the close of business on May 3, 2021, are entitled to notice of, or to vote at, the meeting. If you hold shares through a bank, broker or other nominee, more commonly known as holding shares in “street name,” you must contact the firm that holds your shares for instructions on how to vote your shares.

If you were a shareholder of record as of the close of business on May 3, 2021, you are strongly encouraged to vote in one of the following ways whether or not you plan to attend the Annual Meeting: (1) by telephone; (2) via the Internet; or (3) by completing, signing and dating a written proxy card and returning it promptly to the address indicated on the proxy card.

BY ORDER OF THE BOARD OF DIRECTORS

MARVIN A. FENTRESS

General Counsel & Corporate Secretary

Draper, Utah

May 11, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING TO BE HELD ON JUNE 22, 2021

We are pleased to announce that we are delivering your proxy materials for the 2021 Annual Meeting of Shareholders via the Internet. Because we are delivering proxy materials via the Internet, the Securities and Exchange Commission requires us to mail a notice to our shareholders notifying them that these materials are available on the Internet and how these materials may be accessed. This notice (our “Notice of Proxy Materials”) will be mailed to our shareholders on or about May 12, 2021.

Our Notice of Proxy Materials will instruct you on how you may vote your proxy via the Internet or by telephone, or how you can request a full set of printed proxy materials, including a proxy card to return by mail. If you would like to receive printed proxy materials, you should follow the instructions contained in our Notice of Proxy Materials. Unless you request them, you will not receive printed proxy materials by mail.

Our Proxy Statement and Annual Report are available free of charge on our website at http://investor.progleasing.com and at www.proxyvote.com

Table of Contents


Proxy Statement Summary			1
2021 Annual Meeting of Shareholders			1
Matters to be Considered and Voting Recommendations			1
Company Overview			1
Our Strategy Going Forward			3
Our Response to the COVID-19 Pandemic			4

Matters to be Voted On			5
Proposal 1 – Election of Directors			5
Proposal 2 – Advisory Vote on Executive Compensation			5
Proposal 3 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm			6
Proposal 4 – Amendment to the PROG Holdings, Inc. Employee Stock Purchase Plan			7

Governance			12
Board of Directors			12
Executive Officers Who Are Not Directors			14
Composition, Meetings and Committees of the Board of Directors			15
Assessment of Director Candidates and Required Qualifications			17
Shareholder Recommendations and Nominations for Election to the Board			18
Board Leadership Structure			18
Board of Directors and Committee Evaluations			18
Board and Committee Role in Risk Oversight			18
Compensation Committee Interlocks and Insider Participation			22
Section 16(a) Beneficial Ownership Reporting Compliance			22

Non-Management Director Compensation in 2020			23
Stock Ownership Guidelines			23

Compensation Discussion and Analysis			24
Introduction			24
Executive Summary			24
Objectives of Executive Compensation Programs			26
Our Strong Compensation Governance Practices			26
2020 Compensation Process and Actions			26
Components of Our 2020 Executive Compensation Programs			29
Compensation Outcomes for 2020			30
Long-Term Incentive Equity Awards			34
Executive Compensation Policies			41
Executive Benefits & Perquisites			42
Policy on Compensation Tax Deductibility			43

Compensation Committee Report			44

Executive Compensation			45
Summary Compensation Table			45
Grants of Plan-Based Awards in Fiscal Year 2020			47
2015 Equity and Incentive Plan			48
Employee Stock Purchase Plan			48
Outstanding Equity Awards at 2020 Fiscal Year-End			49
Options Exercised and Stock Vested in Fiscal Year 2020			50
Pension Benefits			51
Nonqualified Deferred Compensation as of December 31, 2020			51
Potential Payments Upon Termination or Change-in-Control			51
Securities Authorized for Issuance under Equity Compensation Plans			55
CEO Pay Ratio Disclosure			55

Audit Committee Report			57


Audit Matters			59
Fees Billed in the Last Two Fiscal Years			59
Approval of Auditor Services			59

Beneficial Ownership of Common Stock			60

Certain Relationships and Related Transactions			61
Policies and Procedures Dealing with the Review, Approval and Ratification of Related Party Transactions			61
Related Party Transactions			61
Indemnification Agreements			61

Additional Information			62
Shareholder Proposals for 2022 Annual Meeting of Shareholders			62
Householding of Annual Meeting Materials			62
Communicating with the Board of Directors and Corporate Governance Documents			63
Other Action at the Meeting			63

Questions and Answers about Voting and the Annual Meeting			64

Appendix A – Use of Non-GAAP Financial Information			A-1
Appendix B – PROG Holdings, Inc. Employee Stock Purchase Plan			B-1

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 as they relate to our go-forward strategy, performance, technology, regulatory compliance and environmental, social and governance initiatives. These forward-looking statements can be identified by words such as “will,” “would,” “may,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “strategic,” “when,” “future,” “opportunity,” “plan,” “project,” “forecast,” and other similar expressions. These forward-looking statements involve risks and uncertainties that could cause our actual results and financial condition to differ materially from those expressed or implied in our forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in our Annual Report on Form 10-K for the year ended December 31, 2020 and our other filings with the Securities and Exchange Commission. We do not intend, and undertake no obligation except as required by law, to update any of our forward-looking statements after the date of this Proxy Statement to reflect actual results or future events or circumstances.

PROXY STATEMENT SUMMARY

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board of Directors”) of PROG Holdings, Inc. (“PROG Holdings”) of proxies for use at its 2021 Annual Meeting of Shareholders, including any adjournment or postponement thereof (the “Annual Meeting”). This summary highlights certain material information relating to the Annual Meeting contained elsewhere in this Proxy Statement, but does not contain all of the information you should consider prior to casting your vote. As a result, you should read this entire Proxy Statement carefully before voting. We anticipate that this Proxy Statement and our 2021 Annual Report will first be made available to our shareholders, on or about May 12, 2021.

2021 Annual Meeting of Shareholders


Date and Time		June 22, 2021, at 9:00 a.m., Eastern time

Place		King & Spalding LLP
		17th Floor
		1180 Peachtree Street NE
		Atlanta, Georgia 30309

Record Date		May 3, 2021

Voting		Shareholders as of the close of business on the record date are entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on at the Annual Meeting.

Admission		Attendance at the Annual Meeting will be limited to shareholders as of the close of business on the record date or their authorized representatives.

Matters To Be Considered and Voting Recommendations


Proposal		Board Recommendation
1. Elect seven directors to serve for a term expiring at the 2022 Annual Meeting of Shareholders		“FOR” each director nominee
2. Vote on a non-binding advisory resolution approving PROG Holdings’ executive compensation		“FOR”
3. Ratify the appointment of Ernst & Young LLP as PROG Holdings’ independent registered public accounting firm for 2021		“FOR”
4. Amend the PROG Holdings, Inc. Employee Stock Purchase Plan		“FOR”

See “Matters To Be Voted On” beginning on page 5 for more information.

Company Overview

Our Transformational Spin-Off Transaction

As described in the letters from our Chairman and President and Chief Executive Officer that accompany this Proxy Statement, the spin-off of our former Aaron’s Business operating segment late last year (the “Spin-Off”) was a significant milestone in our Company’s history. We are now an asset-light, technology-driven provider of lease-to-own and buy-now, pay-later solutions. We believe that we are very well positioned to succeed in this highly-attractive market segment with our new operating profile and the substantial capital that allows us to re-invest in our business, acquire innovative technologies, and return capital to shareholders.

Who We Are and What We Offer

Following the Spin-Off, we are now headquartered in Salt Lake City, Utah and provide transparent and competitive payment options to credit-challenged consumers. The Company owns Progressive Leasing, a leading provider of in-store, e-commerce, and app-based point-of-sale lease-to-own solutions, and Vive Financial, an omnichannel provider of second-look revolving credit products. Progressive Leasing has helped millions of consumers acquire furniture, appliances, jewelry, electronics, mattresses, mobile phones, and other large-ticket products consumers need by utilizing a technology-based proprietary platform that provides instant decisioning results. Vive Financial offers consumers who may not qualify for traditional prime lending products a variety of second-look, revolving credit products originated through federally insured banks, including private label and Vive-branded credit cards.

Our Progressive Leasing operating segment provides consumers with lease-purchase solutions for merchandise from leading traditional and e-commerce retailers (whom we refer to as our point-of-sale “POS” partners). Progressive Leasing purchases from its POS partners the merchandise desired by customers and, in turn, leases the merchandise to the customers through a lease-to-own transaction. Progressive Leasing’s technology-based, proprietary decisioning platform offers prompt lease decisioning at the point-of-

sale and is integrated with both traditional and e-commerce POS partners. Progressive Leasing provides customers with transparent and competitive lease payment options along with flexible terms, intended to help customers achieve merchandise ownership, including through low initial payments and early buyout options. The lease-to-own transactions also benefit Progressive Leasing’s POS partners by generating incremental sales with credit-challenged consumers, who typically would not have qualified for financing offers traditionally provided by these retailers. Progressive Leasing has funded over 10 million leases since its inception in 1999.


How Our LTO Offering Benefits the Customer		How Our LTO Offering Benefits POS Partners
✓	Provides consumers who may not qualify for traditional credit financing with a way to obtain merchandise they desire	✓	Generates incremental sales for them

✓	Provides flexible payment terms – monthly, semi-monthly, bi-weekly or weekly – managed by phone, on-line or mobile application	✓	Allows them to serve credit challenged consumers as customers, without taking on credit risks

✓	Offers multiple ownership alternatives, including early purchase options	✓	Automates 97% of lease decisions

✓	Provides immediate decision after submission of electronic application, with a median decision time of 5.7 seconds	✓	Integrates our decisioning platforms with their systems

Our Vive operating segment primarily serves customers that may not qualify for traditional prime lending offers who desire to purchase goods and services from participating merchants. Vive offers customized programs, with services that include revolving loans through private label and Vive-branded credit cards. Vive’s current network of over 3,000 point-of-sale partner locations and e-commerce websites includes furniture, mattresses, fitness equipment, and home improvement retailers, as well as medical and dental service providers. We believe Vive’s product offerings are complementary to those of Progressive Leasing and allow Progressive Leasing to expand into the markets and POS partners that Vive serves.

Our 2020 Performance Highlights⁽¹⁾

•

We reported record revenues from continuing operations of $2.5 billion in 2020, an increase of 14.9% compared to 2019, despite our POS partners being unfavorably impacted by the COVID-19 pandemic and significant changes to consumer spending and payment behaviors. Our growth in revenues was driven by strong customer payment activity and higher average merchandise price per lease.

•

Adjusted EBITDA from continuing operations increased 34.5% in 2020 to $321 million, compared to $239 million in 2019, primarily due to overall revenue growth and a decreased provision for lease merchandise write-offs.⁽²⁾

•

Gross merchandise volume from continuing operations, or “GMV” – which we define as the retail price of merchandise we acquire from POS partners and lease to customers and, with respect to Vive, gross loan originations – increased 4.5% in 2020, largely due to an increase in the average merchandise price per lease in 2020 compared to 2019 and growth in Vive’s loan originations in the second half of 2020, partially offset by challenges the COVID-19 pandemic presented to our POS partners, including store closures and/or disruptions, decreased customer traffic, and unavailability of certain merchandise due to supply chain disruptions.

(1)	Performance highlights from continuing operations do not include the revenues, Adjusted EBITDA or GMV classified as discontinued operations related to the Spin-Off of our former Aaron’s Business operating segment.

(2)

Adjusted EBITDA is a measurement of our performance not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”). For a reconciliation of Adjusted EBITDA to the closest GAAP measure, Net Earnings (Loss) from continuing operations, refer to the reconciliation set forth in Appendix A. Our Net Earnings (Loss) from continuing operations for 2020 and 2019 was $233.6 million and ($24.6 million), respectively.

Our Performance Highlights for the Past Three Years

•

Our revenues from continuing operations increased by more than 22% over the past three years, from $2.03 billion in 2018 to $2.48 billion in 2020.

•

Our Adjusted EBITDA from continuing operations increased by 74% over that time period, from $185 million in 2018 to $321 million in 2020.⁽¹⁾

•

Our GMV from continuing operations increased by more than 27% over the past three years, from $1.55 billion in 2018 to $1.98 billion in 2020.

LOGO

(1)

Adjusted EBITDA is a measurement of our performance not calculated in accordance with GAAP. For a reconciliation of Adjusted EBITDA to the closest GAAP measure, Net Earnings (Loss) from continuing operations, refer to the reconciliation set forth in Appendix A. Our Net Earnings (Loss) from continuing operations for each of fiscal years 2020, 2019 and 2018 was $233.6 million, ($24.6 million) and $125.3 million, respectively.

Our Strategy Going Forward

Our strategy to drive growth in our business, which we believe positions us for success over the long-term, includes the following:

LOGO

•

Grow GMV with existing and new POS partners – We plan to grow GMV through strategic collaboration and marketing efforts with our POS partners. We remain focused on converting our existing pipeline of retailers into new POS partners. Our ability to maintain and strengthen new and existing relationships, including addressing the changing needs of our POS partners, is critical to the long-term growth of our business.

•

Invest in technology that simplifies and improves the customer experience – We are investing in technology platforms that promote customer engagement and simplify the lease application, origination and servicing experience. We are committed to providing our customers with greater choice and flexibility in how and where they choose to shop. We are expanding and innovating our e-commerce capabilities to benefit existing and new POS partners and customers.

•

Leverage our large database to drive repeat business – We are leveraging our database of over 10 million leases to offer current and prospective customers products and solutions that meet their needs.

•

Broaden our product ecosystem through R&D efforts and strategic acquisitions – We plan to expand our products through internal R&D efforts and potential strategic acquisitions.

•

Employ direct to consumer marketing to drive shoppers in-store and online – We plan to continue expanding our direct-to-consumer marketing efforts to attract new customers and drive more GMV through our POS partners.

Our Response to the COVID-19 Pandemic

During 2020, the Company quickly and frequently adjusted its business operations to respond to the COVID-19 pandemic, an event unprecedented in the history of the Company, including taking the actions described below to help our customers, POS partners and employees navigate the risks and uncertainty arising from the pandemic.

Actions to Assist Customers

•

We allowed customers to defer making payments owed to us.

•

We partnered with customers to create payment schedules personalized to their unique situations, on a case-by-case basis.

•

We offered discounted settlement opportunities, where appropriate.

•

We waived return payment fees in our Progressive Leasing segment.

Actions to Assist POS Partners

•

We worked closely with our POS partners to facilitate a continuation of our services to them, as many of them temporarily closed stores and showrooms and transitioned to curbside and/or e-commerce only business models.

•

We supported our POS partners as many of them later reopened their stores and showrooms with significantly modified business operations and processes, due to the pandemic.

•

We provided our POS partners with socially-distanced, in-the-field support where we were able to safely and appropriately do so.

Actions to Protect the Health and Safety of Customers and Employees

•

We temporarily closed the showrooms of our former Aaron’s Business operating segment, which we separated into a standalone company effective as of November 30, 2020, and moved to curbside and e-commerce only service, where government orders allowed us to do so.

•

We reconfigured those showrooms, installed protective barriers, enhanced our in-store cleaning and sanitation procedures and implemented other new measures intended to enhance the health and safety of our customers and in-store team members, once we reopened those showrooms.

•

We transitioned a significant portion of our employees to working remotely from home.

•

We provided our employees and their family members with no-cost access to virtual mental health counseling services.

•

We expanded our policies to include two weeks of paid sick leave for employees who tested positive for COVID-19.

MATTERS TO BE VOTED ON

Proposal 1 – Election of Directors

2020 was a transformative year for our Company as we successfully completed the Spin-Off. As described in further detail in this Proxy Statement, the Spin-Off resulted in a number of leadership changes at the Company. For example, Kelly H. Barrett, Walter G. Ehmer, Hubert L. Harris and John W. Robinson departed our Board of Directors and joined the Board of Directors of The Aaron’s Company. We thank Ms. Barrett and Messrs. Ehmer, Harris and Robinson for their leadership and many contributions to our Company, and we wish them well in their future endeavors. In connection with this transition, our new President and Chief Executive Officer, Steven A. Michaels, joined our Board of Directors and, since then, we have added an additional director – James P. Smith – whom we believe brings highly relevant skills and perspectives to our Board our Directors that are reflective of the Company’s new positioning following the Spin-Off.

Our Board of Directors recommends the election of the nominees listed below, each of whom will have a term of office expiring at our 2022 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 seven 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 descriptions of our director nominees under “Governance – Board of Directors.”


Nominee	Age	Occupation	Independent	Joined Our Board
Kathy T. Betty	65	Former Owner and Chief Executive Officer Atlanta Dream (WNBA team)	Yes	August 2012
Douglas C. Curling	66	Managing Principal New Kent Capital LLC and New Kent Consulting LLC	Yes	January 2016
Cynthia N. Day	56	President and Chief Executive Officer Citizens Bancshares Corporation and Citizens Trust Bank	Yes	October 2011
Curtis L. Doman	48	Chief Innovation Officer PROG Holdings, Inc.	No	August 2015
Steven A. Michaels	49	President and Chief Executive Officer PROG Holdings, Inc.	No	December 2020
Ray M. Robinson	73	Former President for the Southern Region AT&T	Yes	November 2002
James P. Smith	54	Former Executive Vice President, Head of Digital & Direct Virtual Channels Wells Fargo & Company	Yes	May 2021

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.

Our Board of Directors recommends that you vote “FOR”

the election of each of the nominees above.

Proposal 2 – Advisory Vote on Executive Compensation

We provide our shareholders with the annual opportunity to cast an advisory vote on the compensation of our named executive officers. The vote on this proposal represents an additional means by which we obtain feedback from our shareholders about executive compensation. Among other responsibilities, our Compensation Committee sets executive compensation for our named executive officers, which is designed to link pay with performance while enabling us to competitively attract, motivate and retain quality executive leadership. The overall objective of our executive compensation program is to establish appropriate incentives and rewards for creating sustainable, long-term shareholder value.

To meet this objective, the Compensation Committee’s deliberations regarding how much to pay our named executive officers included, among other performance metrics:

•

objective measurements of business performance;

•

the accomplishment of strategic and financial objectives;

•

the development and retention of management talent;

•

enhancement of shareholder value; and

•

external market, competitive and benchmarking data.

Our focus on internal financial performance as measured in our annual incentive plans led to solid results for 2020, and we believe has positioned our operations well for the future. Our equity program serves to align the interests of our named executive officers with those of our shareholders.

Additionally, during 2020, and against the backdrop of both the COVID-19 pandemic and the Spin-Off, the Compensation Committee addressed numerous complex compensation, retention and succession matters. With the assistance of our independent compensation consultant, we initiated and oversaw a number of actions to ensure our executive compensation programs properly reflected and took into account the COVID-19 pandemic and the Spin-Off and continued to serve the long-term best interests of our shareholders. These actions included senior management taking reductions in base salaries during the height of the COVID-19 pandemic, as well as developing compensation structures to drive a successful Spin-Off, such as creating a special bonus and retention program for executives who were key to the success of the Spin-Off, modifying the 2020 incentive compensation program based on the November 30, 2020 completion date of the Spin-Off, adopting a two-fold approach to the treatment of outstanding long-term incentive awards in connection with the Spin-Off and establishing new pay ranges for executive officers of both companies following the Spin-Off.

We encourage our shareholders to read the “Compensation Discussion and Analysis” section of this Proxy Statement, which discusses how our compensation policies and programs support our compensation philosophy, as well as how our Compensation Committee addressed these matters in light of the COVID-19 pandemic and the Spin-Off. Our Board of Directors and the Compensation Committee believe these policies and programs are strongly aligned with the long-term interests of our shareholders.

Accordingly, we ask for shareholder approval of the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative disclosure, is hereby APPROVED.”

This vote is advisory and therefore not binding on us, our Board of Directors or the Compensation Committee. At last year’s annual meeting of shareholders, approximately 98% of votes cast were in support of the compensation paid to our named executive officers. Our Board of Directors and the Compensation Committee value the opinions of our shareholders, and the Compensation Committee takes seriously its role in the governance of compensation. The Compensation Committee will consider the result of this year’s vote, as well as other communications from shareholders relating to our compensation practices, and take them into account in future determinations concerning our executive compensation program.

Assuming a quorum is present, the resolution above approving our executive compensation will be approved if the votes cast by holders of shares of common stock present, in person or by proxy, at the Annual Meeting in favor of the resolution exceed the votes cast against the resolution.

Our Board of Directors recommends that you vote “FOR”

the resolution approving our executive compensation.

Proposal 3 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

The Audit Committee of our Board of Directors has appointed Ernst & Young LLP (“EY”) to audit our consolidated financial statements for the year ending December 31, 2021, as well as the effectiveness of our internal controls over financial reporting as of December 31, 2021. A representative of EY will be present at the Annual Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions from shareholders.

We are asking our shareholders to ratify EY’s appointment as our independent registered public accounting firm. Although ratification is not required by our bylaws or otherwise, our Board of Directors is submitting the selection of EY to our shareholders for ratification because we value our shareholders’ views on our independent registered public accounting firm and view the ratification vote as a matter of good corporate practice. In the event that our shareholders fail to ratify the appointment, it is anticipated that no change in our independent registered public accounting firm would be made for fiscal year 2021 because of the difficulty and expense of making any change during the current fiscal year.

However, our Board of Directors and the Audit Committee would consider the vote results in connection with the engagement of an independent registered public accounting firm for fiscal year 2022. Even if EY’s appointment is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and its shareholders.

Assuming a quorum is present, the proposal to ratify the appointment of our independent registered public accounting firm for 2021 will be approved if the votes cast by holders of shares of common stock present, in person or by proxy, at the Annual Meeting in favor of the proposal exceed the votes cast against the proposal.

Our Board of Directors recommends that you vote “FOR” the ratification of

the appointment of our independent registered public accounting firm for 2021.

Proposal 4 – Amendment to the PROG Holdings, Inc. Employee Stock Purchase Plan

We are seeking your vote to approve an amendment to the PROG Holdings, Inc. Employee Stock Purchase Plan, as amended and restated (the “ESPP”), which will allow officers of the Company who are subject to the disclosure requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (“Section 16 Officers”) to participate in the ESPP. This amendment to the ESPP (the “ESPP Amendment”) was approved and adopted by our Compensation Committee, subject to approval by shareholders at the Annual Meeting. If shareholders do not approve the ESPP Amendment, the ESPP Amendment will not become effective.

Overview of the ESPP and Summary of the Proposal

The ESPP was first approved by our shareholders in 2018. The primary purpose of the ESPP is to encourage ownership of our common stock by eligible employees of the Company and certain of its subsidiaries. Specifically, the ESPP provides eligible employees an opportunity to use payroll deductions to purchase shares of our common stock on periodic purchase dates at a discount. The Compensation Committee believes that the ESPP is a valued benefit for our eligible employee base. We believe that allowing employees to purchase shares of our common stock through the ESPP motivates high levels of performance and provides an effective means of encouraging employee commitment to our success and recruiting new employees.

The ESPP Amendment expands eligibility under the ESPP to allow employees of the Company who are Section 16 Officers to participate in the ESPP. We believe providing our Section 16 Officers with an additional means to obtain an economic interest in the performance and success of the Company will further increase their alignment with shareholders and enhance their motivation to continuously improve Company performance, both of which are of mutual benefit to them as well as the Company.

Because the ESPP was originally approved by our shareholders in 2018 (and the Company had never utilized an employee stock purchase program previously), our Compensation Committee wanted to ensure that sufficient shares would be available to employees who may not otherwise have ready access to our common stock. Therefore, our Section 16 Officers were initially excluded from being able to participate in the ESPP. However, because the ESPP has now been in place for several years and, as a result, historical share usage data (as well as average participation levels) are capable of being analyzed and forecasted, the Compensation Committee has determined, with assistance from its independent compensation consultant, Exequity LLP, that allowing Section 16 Officers to participate in the ESPP will not disadvantage non-management employees. In other words, based on historical share usage data and average participation levels since the ESPP was first adopted by shareholders in 2018, we believe sufficient shares will remain available under the ESPP so that non-management employees will continue to have ready access to our common stock over the next 2-3 year period, when we would expect to seek shareholder approval to replenish the shares available under the ESPP in any event regardless of the inclusion of our Section 16 Officers. Furthermore, because new shares are not being added to the ESPP at this time, we do not anticipate allowing Section 16 Officers to participate in the ESPP will materially increase dilution or the costs of the ESPP over the next 2-3 year period.

Notwithstanding Section 16 Officers’ eligibility to participate in the ESPP as a result of the ESPP Amendment, the ESPP will continue to prohibit employees who own (or are deemed to own through attribution) 5% or more of the combined voting power or value of our common stock or classes of common stock of one of our subsidiaries to participate in the ESPP. As of the filing of this Proxy Statement, no Section 16 Officer owned (or was deemed to own through attribution) 5% or more of the combined voting power or value of our common stock or classes of common stock of any one of our subsidiaries. Further, the Compensation Committee may, but is not required to, exclude from participation in the ESPP, certain employees who are “highly compensated employees” (within the meaning of Section 414(q) of the Internal Revenue Code of 1986, as amended (the “Code”)).

For purposes of clarity, the ESPP Amendment is not increasing the shares available for issuance under the ESPP.

Summary of Material Terms of the ESPP

The following summary of the ESPP is qualified in its entirety by reference to the complete text of the ESPP, as amended by the ESPP Amendment, which is attached to this Proxy Statement as Appendix B. The summary of the ESPP set forth below also assumes the approval of the ESPP Amendment. Other than the changes to the ESPP proposed to be made by the ESPP Amendment described above, no other terms or conditions of the ESPP will change pursuant to the ESPP Amendment.

Shares Available for Issuance under the ESPP

The maximum number of shares of our common stock authorized for sale under the ESPP is 200,000. The shares made available for sale under the ESPP may be authorized but unissued shares, treasury shares, reacquired shares reserved for issuance under the ESPP, or shares acquired on the open market. As of May 1, 2021, the aggregate number of shares of common stock available for issuance under the ESPP was 75,314.

Administration

The ESPP is administered by the Compensation Committee, although the Compensation Committee may, where permitted by the terms of the ESPP and applicable law, delegate administrative tasks under the ESPP to the services of an agent and/or Company employees to assist with the administration of the ESPP. Subject to the provisions of the ESPP and applicable law, the Compensation Committee or its delegate has full and exclusive authority to interpret the terms of the ESPP and determine eligibility to participate in the ESPP. In all cases, the ESPP is required to be administered in such a manner so as to comply with applicable requirements of Section 423 of the Code. All determinations of the Compensation Committee are final and binding on all persons having an interest in the ESPP.

Eligibility

Employees eligible to participate in the ESPP for a given offering period generally include employees who are employed on the first day of the offering period, which is the enrollment date. Employees who have not been employed for at least six months or that customarily work 20 hours per week or less are not eligible to participate in the ESPP. As of May 1, 2021, the Company estimated it had approximately 1,528 employees eligible to participate in the ESPP.

The Compensation Committee may, but is not required to, exclude from participation in the ESPP, certain employees who are “highly compensated employees” (within the meaning of Section 414(q) of the Code) and certain foreign employees. Finally, employees who own (or are deemed to own through attribution) 5% or more of the combined voting power or value of all our classes of stock or of one of our subsidiaries are not allowed to participate in the ESPP.

Employees may enroll in the ESPP by completing a payroll deduction form permitting the deduction of at least 1% but not more than 10% of their compensation. Eligible compensation includes base salary and wages paid to the employee, before deduction for any deferral contributions to any tax-qualified or nonqualified deferred compensation plan.

Such payroll deductions may be expressed as a whole number percentage and the accumulated deductions are applied to the purchase of shares on each semi-annual purchase date. However, a participant may not purchase more than 500 shares in each offering period and may not subscribe for more than $25,000 in fair market value of shares of our common stock (determined at the time the ability to purchase shares of our common stock is granted) during any calendar year. The Compensation Committee has the authority to change these limitations for any subsequent offering period, in compliance with the rules prescribed by the ESPP and Section 423 of the Code.

Offering Period, Purchase of Shares and Payroll Deductions

Under the ESPP, participants have the ability to purchase shares of our common stock at a discount during a series of successive offering periods, which commence and end on such dates as determined by the Compensation Committee or its delegate. Unless otherwise determined by the Compensation Committee or its delegate, each offering period will be six months in length. However, in no event may an offering period be longer than 27 months in length.

The purchase price of each share of our common stock is the lower of 85% of the closing trading price per share of our common stock on the first trading date of an offering period in which a participant is enrolled or 85% of the closing trading price per share of our common stock on the purchase date, which occurs on the last trading day of each offering period.

Unless a participant has previously canceled his or her participation in the ESPP before the purchase date, the participant is deemed to have exercised his or her ability to purchase shares of our common stock in full as of each purchase date. Upon exercise, the participant purchases the number of whole shares that his or her accumulated payroll deductions will buy at the purchase price per share of our common stock, subject to the participation limitations listed above and shares available under the ESPP.

A participant may cancel his or her payroll deduction authorization at any time prior to the end of the offering period. Upon cancellation, a participant will be paid his or her account balance in cash without interest. A participant may decrease (but not increase) his or her payroll deduction authorization once during any offering period. If a participant wants to increase or decrease the rate of payroll withholding, he or she may do so effective for the next offering period by submitting a new form before the offering period for which such change is to be effective; otherwise, a participant will automatically participate in the next offering period at the same rate of payroll withholding as in effect at the end of the prior offering period (so long as the participant remains eligible to participate in the ESPP).

Non-Transferability and Restrictions on Resale

A participant may not assign, transfer, pledge or otherwise dispose of (other than by will or the laws of descent and distribution) payroll deductions credited to a participant’s account or any rights to purchase shares of our common stock or to receive shares of our common stock under the ESPP, and during a participant’s lifetime, rights to purchase shares of our common stock in the ESPP shall be exercisable only by such participant. Any such attempt at assignment, transfer, pledge or other disposition will not be given effect.

Shares of our common stock purchased under the ESPP may not be sold, transferred or otherwise disposed of by a participant for a period of one year from the date the shares are purchased. The Compensation Committee may, in its sole discretion, place additional restrictions on the sale or transfer of our shares purchased under the ESPP by notice to the participants in advance of the offering period.

Termination of Eligibility

If an individual’s eligibility to participate in the ESPP terminates for any reason before the last day of the offering period, the termination will cause payroll deductions to cease immediately. If the eligible employee’s subscription account has a cash balance remaining when he or she terminates, this balance will be refunded to the eligible employee in cash (without interest) within 30 calendar days after the employee ceases to be eligible.

Change in Control or Occurrence of Significant Corporate Transactions

In the event of any increase or decrease in the number of issued shares of our common stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the common stock, or any other increase or decrease in the number of shares of common stock effected without receipt of consideration by us, we will proportionately adjust the aggregate number of shares of our common stock offered under the ESPP, the number and price of shares which any participant has elected to purchase under the ESPP, and the maximum number of shares which a participant may elect to purchase in any single offering period. If there is a proposal to dissolve or liquidate the Company, then the ESPP will terminate immediately prior to the consummation of such proposed dissolution or liquidation, and any offering period then in progress will be shortened by setting a new purchase date to take place before the date of our dissolution or liquidation. We will notify each participant of such change in writing at least ten business days prior to the end of the new offering period. If we undergo a merger with or into another entity or a sale of all or substantially all of our assets or certain other corporate events, each outstanding right to purchase shares of our common stock will be assumed, or an equivalent right to purchase shares of common stock substituted, by the successor entity or the parent or subsidiary of the successor entity. If the successor entity refuses to assume the outstanding rights to purchase shares of our common stock or substitute equivalent rights, then any offering period then in progress will be shortened by setting a new purchase date to take place before the date of the proposed sale or merger. We will notify each participant of such change in writing at least ten business days prior to the end of the new offering period.

Federal Income Tax Consequences

The following is a brief summary of the federal income tax consequences relating to the purchase and sale of stock under the ESPP for individuals who are both citizens and residents of the United States, under the assumption that the ESPP satisfies the requirements of Section 423 of the Code. Individual circumstances may change these results. This brief discussion is based on current U.S. federal income tax laws, regulations, and judicial and administrative interpretations. The following discussion does not set forth any tax consequences other than U.S. federal income tax consequences, including any state, local or foreign tax consequences that may apply.

Although after-tax amounts are used to purchase shares under the ESPP, a participant will not recognize taxable income upon the grant of the right to purchase shares at the start of an offering period or when he or she purchases shares under the ESPP. Generally, participants will recognize taxable income in the year in which such participant sells or otherwise disposes of the purchased shares (whether by sale, exchange or gift).

The tax consequences on a sale or disposition of shares of our common stock acquired under the ESPP depend in part on whether the disposition occurs before or after expiration of a statutory holding period, which is the period ending on the later of (i) two years after the first day of the offering period in which such shares were acquired (the “offering date”) and (ii) one year after the date such shares were acquired. If the shares are sold or otherwise disposed of after the holding period expires, or if a participant dies while owning the shares, then it is a “qualifying” disposition. If the shares are sold before the holding period expires, then it is a “disqualifying” disposition.

If a participant makes a “qualifying” disposition of stock, the participant will have ordinary income from the sale equal to the lesser of:

•

the fair market value of the shares on the offering date, less the purchase price of the shares, or

•

the fair market value of the shares on the date of the disposition (or the date of the participant’s death, if applicable), less the purchase price of the shares.

The Company reports the ordinary income that a participant incurs at the time of sale on the participant’s Form W-2. Individuals who do not receive a Form W-2 from us are still responsible for reporting all income.

If a participant makes a “qualifying” disposition of stock, the ordinary income, if any, that such participant recognized on the disposition of the shares is added to the participant’s basis in the shares, except where the disposition is due to the participant’s death. In that case, any ordinary income recognized on the disposition is not added to the participant’s basis in the shares. After increasing the basis in the shares by the ordinary income recognized, any additional gain realized on the sale or disposition is treated as a long-term capital gain. If the participant sells shares for less than the purchase price, such participant will not have ordinary income. Instead, the participant will realize a capital loss equal to the difference between the sales price and his or her purchase price.

If a participant makes a “disqualifying” disposition, the participant will have ordinary income upon the sale of the shares equal to the excess of the value of such shares on the date the shares were purchased over the purchase price of the shares (this amount must be recognized even if the value of the shares has decreased since the date the shares were purchased). This amount is added to the participant’s basis in the shares. After increasing the basis by this amount, any gain realized on the disposition in excess of the basis will be treated as a capital gain or loss. Whether such capital gain or loss will be long-term or short-term will depend on how long the shares were held (e.g., long-term capital gain or loss if the shares were held for over one year).

The Company does not receive any U.S. federal income tax deduction as a result of issuing shares pursuant to the ESPP, except upon a sale or disposition of shares by a participant prior to the expiration of the statutory holding period. In that case, the Company will generally be entitled to a U.S. federal income tax deduction equal to the amount of ordinary income recognized by such participant with respect to the sale or disposition of the shares, subject to Section 162(m) of the Code.

Qualification

The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code. The ESPP is not subject to any provision of the Employee Retirement Income Security Act of 1974, as amended, nor is it qualified under Section 401(a) of the Code.

Amendment and Termination of the ESPP

Our Board of Directors or the Compensation Committee may amend, suspend or terminate the ESPP at any time. However, no amendment may increase the number of shares of common stock available under the ESPP, change the employees eligible to participate, or cause the ESPP to cease to be an “employee stock purchase plan” within the meaning of Section 423 of the Code, without obtaining shareholder approval within 12 months before or after such amendment. If the ESPP is terminated before the scheduled expiration of any offering period, each participant’s account balance will be distributed to him or her in cash (without interest) as soon as administratively practicable.

Shares Purchased under the ESPP

The amounts of future purchases under the ESPP are not determinable because participation is voluntary, participation levels depend on each participant’s elections and the restrictions of Section 423 of the Code and the ESPP, and the per-share purchase price depends on the future value of our common stock. Only certain employees of the Company and its participating subsidiaries are eligible to participate in the ESPP. Non-employee directors are not eligible to participate in the ESPP. The following table shows the number of shares of our common stock that have been purchased by employees, including our named executive officers, since the inception of the ESPP on March 2, 2018 through November 13, 2020, the most recent ESPP purchase date to have occurred. For further information regarding the determination of the composition of our named executive officers as set forth in the table below, which is determined pursuant to rules prescribed by the Securities and Exchange Commission (the “SEC”), see “Compensation Discussion and Analysis – Introduction.”


Name and Position				Aggregate Number of Shares Purchased (#)
Steven A. Michaels President and Chief Executive Officer				0
Curtis L. Doman Chief Innovation Officer				0
Brian Garner⁽¹⁾ Chief Financial Officer				1,370
Marvin A. Fentress General Counsel and Corporate Secretary				0
John W. Robinson III Former Chief Executive Officer				0
Douglas A. Lindsay Former Chief Executive Officer, Aaron’s Business				0
C. Kelly Wall⁽²⁾ Former Interim Chief Financial Officer				207
Ryan K. Woodley Former Chief Executive Officer, Progressive Leasing				0
Blake Wakefield⁽¹⁾ Former President				1,364
All current executive officers as a group (10 persons)				3,386
All current directors, who are not executive officers, as a group				0
All employees, excluding current executive officers as a group				121,300

(1)	Shares of common stock held represent shares of common stock purchased under the ESPP prior to becoming a Section 16 Officer in connection with the Spin-Off on December 1, 2020.

(2)	Shares of common stock held represent shares of common stock purchased under the ESPP prior to becoming the Company’s Interim Chief Financial Officer on July 31, 2020.

Adoption of the ESPP Amendment

Assuming a quorum is present, the proposal to approve the ESPP Amendment will be approved if the votes cast by holders of shares of common stock present, in person or by proxy, at the Annual Meeting in favor of the proposal exceed the votes cast against the proposal.

Our Board of Directors recommends that you vote “FOR”

the Amendment to the Employee Stock Purchase Plan.

GOVERNANCE

Our Board of Directors currently consists of seven directors, each of whom is a nominee for election at the Annual Meeting to serve a term of office expiring at our 2022 Annual Meeting of Shareholders. Information regarding our directors, including the specific experiences and skills that qualify each of our directors to serve on our Board of Directors is set forth below. For additional information regarding our directors, see “Proposal 1 - Election of Directors.”

Board of Directors


		Kathy T. Betty, 65, has served as a director of the Company since August 2012. From 2009 until 2011, Ms. Betty was the owner and Chief Executive Officer of the Atlanta Dream of the WNBA. 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, a business consulting firm, 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. Among other qualifications, Ms. Betty brings over thirty years of business management and consultancy experience to our Board of Directors. Ms. Betty currently serves on the board of directors of ScottMadden as well as on the Board of Advisors for Synergy Laboratories, a private for-profit company. In addition, her non-profit leadership positions 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 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.

		Douglas C. Curling, 66, has served as a director of the Company since January 2016. Since March 2009, 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. 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 currently serves 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. 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.


		Cynthia N. Day, 56, has served as a director of the Company since October 2011. 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 and served as its acting President and Chief Executive Officer from January 2012 to February 2012. She previously served as the Executive Vice President and Chief Operating Officer and in other capacities of Citizens Federal Savings Bank of Birmingham from 1993 until its acquisition by Citizens Trust Bank in 2003. Before joining Citizens Trust Bank, she served as an audit manager for KPMG. Ms. Day also serves on the board of directors of Primerica, Inc., a provider of financial services to middle income households, the National and Georgia Banker’s Associations 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. 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 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.

		Curtis L. Doman, 48, has served as a director of the Company since August 2015. Mr. Doman currently serves as the Chief Innovation Officer of the Company, and is a co-founder of Progressive Leasing. Previously, he served as Chief Technology Officer of Progressive Leasing from 1999 until December 2017 and Chief Product Officer from January 2018 until December 2019. He was also President of IDS, Inc. from September 1993 until October 2015. 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 Company, including as the creator of the dynamic decision engine used by our Progressive Leasing operating segment in evaluating underwriting 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.

		Steven A. Michaels, 49, has been a director since December 1, 2020 when he also became Chief Executive Officer of the Company in connection with the Spin-Off. Mr. Michaels 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. 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.

		Ray M. Robinson, 73, has served as a director of the Company since November 2002 and has been 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 Acuity Brands, Inc., a lighting solutions company, American Airlines Group Inc., a holding company operating various commercial airlines (including American Airlines and US Airways), and Fortress Transportation and Infrastructure Investors LLC, an investor in infrastructure and equipment for the transportation of goods and people, 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 and Avnet, Inc. from 2000 to 2018. Mr. Robinson has also been Vice Chairman of the East Lake Community Foundation in Atlanta, Georgia since November 2003. 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.

		James P. Smith, 54, has served as a director of the Company since May 2021. From 1994 to 2020, 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. 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 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 will be utilized by our Board of Directors. These skills and experiences qualify him to serve on our Board of Directors.

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.


Name (Age)		Position with the Company and Principal Occupation During the Past Five Years
Marvin Fentress (60)		General Counsel and Corporate Secretary since December 2020. Previously, Mr. Fentress served as General Counsel and Chief Compliance Officer of the Company’s Progressive Leasing operating segment from 2012 through November 2020.

Debra Fiori (51)		Chief Human Resources Officer since April 2021. Prior to joining the Company, Ms. Fiori served as Corporate Senior Vice President and Chief People Officer of Parsons Corporation, a leading provider of innovative technology-driven solutions in the defense, intelligence and critical infrastructure markets. In this role, Ms. Fiori was responsible for leadership development, succession planning, organizational design, reward systems, talent acquisition, and human resources operations.


Name (Age)		Position with the Company and Principal Occupation During the Past Five Years
Brian Garner (42)		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.

Mike Giordano (48)		Chief Commercial Officer since January 2021. Prior to joining the Company, Mr. Giordano served as Vice President, U.S. Sales, of Samsung Electronics America from August 2018 to January 2021, and as Vice President of Regional Sales from March 2014 to August 2018. In these roles at Samsung Electronics America, Mr. Giordano was responsible for managing the development and implementation of marketing and sales strategies for driving in-store and e-commerce home appliance sales to both national and regional retail partners and directly to consumers.

Ben Hawksworth (44)		Chief Product and Technology Officer since December 2020. Previously, Mr. Hawksworth served as Chief Product and Technology Officer of the Company’s Progressive Leasing operating segment from January 2018 through November 2020. Prior to joining the Company, Mr. Hawksworth served as Senior Vice President and Chief Information Officer, Global Business Solutions, of First Data Corporation from May 2016 to January 2018. In this role at First Data Corporation, Mr. Hawksworth was responsible for managing all software engineering, application support, project execution and portfolio management for a global merchant-acquiring business segment with more than $4 billion of annual revenue and 1,400 team members, including managing the strategy for transforming core information technology platforms to improve operating leverage, modernize products and facilitate entering new channels.

Ryan Ray (46)		Chief Administrative Officer since December 2020. Mr. Ray also continues to serve as President of the Company’s Vive Financial operating segment, a position he was appointed to in May 2016. He served as Chief Operations Officer of the Company’s Progressive Leasing operating segment from January 2015 to April 2016.

Matt Sewell (46)		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.

Trevor Thatcher (46)		Chief Operations Officer since December 2020. Previously, Mr. Thatcher served as Vice President of Operations of the Company’s Progressive Leasing operating segment from February 2015 through November 2020.

Composition, Meetings and Committees of the Board of Directors

Our Board of Directors is currently comprised of seven directors, each of whose terms expire 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 (the “NYSE”). Our Corporate Governance Guidelines also require that at least a majority of our Board of Directors be “independent” 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, our Chief Innovation 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 http://investor.progleasing.com. The current members of each committee are identified in the table below:


Director	Audit Committee⁽¹⁾	Compensation Committee	Nominating and Corporate Governance Committee
Kathy T. Betty		Member	(Chair)
Douglas C. Curling	Member	(Chair)
Cynthia N. Day	(Chair)	Member
Ray M. Robinson		Member	Member
James P. Smith⁽²⁾	Member		Member
Number of Meetings in Fiscal Year 2020	9	10	5

(1)	All members of the Audit Committee have been designated as financially literate and two of the three members of the Audit Committee have been designated as an “audit committee financial expert” as defined by regulations of the Securities and Exchange Commission.

(2)

James P. Smith joined our Board of Directors in May 2021. In connection therewith, Mr. Smith was appointed as a member of the Audit Committee and the Nominating and Corporate Governance Committee and Kathy Betty no longer serves on the Audit Committee and Douglas Curling no longer serves on the Nominating and Corporate Governance Committee.

Meetings

Our Board of Directors held 18 meetings during 2020. The non-management and independent members of our Board of Directors also met frequently in executive session, without management present, during which Mr. Ray Robinson, the Chairman of our Board of Directors, acted as chair for these meetings. The number of meetings held by each of our committees in 2020 is shown in the table above. Each of our directors that held office during 2020 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 2020 that occurred during the time when he or she served as a director.

In addition, between formally scheduled meetings, our Board of Directors held frequent informational meetings in connection with the latest developments regarding the COVID-19 pandemic as well as the Spin-Off in order to provide oversight and facilitate additional communication with senior management. During these additional meetings, our Board of Directors discussed the impact of the COVID-19 pandemic and the Spin-Off, as applicable, on the Company’s operational performance, business continuity and strategy, stakeholder engagement, employees, customers, regulators and vendors. The Company’s committees also monitored developments regarding both the COVID-19 pandemic and the Spin-Off in between regularly scheduled meetings and, in addition to the meetings of our Board of Directors and its committees, individual directors each made themselves available for consultation with management on an ad hoc basis with respect to the COVID-19 pandemic, the Spin-Off and other matters throughout the year.

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. In 2020, due to the COVID-19 pandemic, all of our directors telephonically attended the 2020 Annual Meeting of Shareholders held on June 18, 2020, except for Messrs. John Robinson and Ray Robinson who attended in person.

Committees

Audit Committee. The function of the Audit Committee is to assist our Board of Directors in fulfilling its oversight responsibility relating to: (i) the integrity of the Company’s financial statements; (ii) the financial reporting process and the systems of internal accounting and financial controls; (iii) the performance of the Company’s internal audit function and independent auditors; (iv) the independent auditors’ qualifications and independence; (v) 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; (vi) 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 (vii) 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, leaders from the Company’s internal audit department, leaders from the Company’s legal department, and the independent auditors. Many of those discussions are held in executive session with the Audit Committee.

Each member of the Audit Committee satisfies the independence requirements of the NYSE and SEC rules applicable to audit committee members. Our Board of Directors has designated all members of the Audit Committee as financially literate and two of the three members of the Audit Committee as an “audit committee financial expert” as defined by SEC regulations.

Compensation Committee. The purpose of the Compensation Committee is to assist our Board of Directors in fulfilling its oversight responsibilities relating to: (i) executive and director compensation; (ii) equity compensation plans and other compensation and benefit plans; and (iii) 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, and to evaluate the performance of the named executive officers, in light of such performance goals and objectives and other matters, for compensation purposes. Based on such evaluation and other matters, the Compensation Committee determines the compensation of the named executive officers, including our President and Chief Executive Officer. The Compensation Committee also has the authority to approve grants of equity incentives and to consider from time to time, and recommend to our Board of Directors, changes to director compensation.

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 Exchange Act.

Nominating and Corporate Governance Committee. The purpose of the Nominating and Corporate Governance Committee is to assist our Board of Directors in fulfilling its responsibilities relating to: (i) board and committee membership, organization, and function; (ii) director qualifications and performance; (iii) management succession; and (iv) corporate governance. The Nominating and Corporate Governance Committee from time to time identifies and recommends to our Board of Directors individuals to be nominated for election as directors and develops and recommends to our Board of Directors for adoption corporate governance principles applicable to the Company.

Each member of the Nominating and Corporate Governance Committee satisfies the independence requirements of the NYSE.

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 moral character and personal 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. While our Board of Directors does not have a specific policy regarding diversity among directors, diversity of race, ethnicity, gender, age, cultural background and professional experience is considered in evaluating candidates for membership on our Board of Directors.

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, unless a waiver is granted by our Board of Directors. A director is required to offer his or her resignation immediately in the event the director, or any of his or her respective affiliates or associates, takes any action (including encouraging or supporting others) to (i) nominate, propose or vote in favor of any candidate to serve on our Board of Directors (other than the nominees proposed by our Board of Directors) or oppose for election any nominee proposed by our Board of Directors or (ii) solicit proxies with respect to any of our securities within the meaning of the Exchange Act and the rules thereunder (other than any proxy solicitation in favor of a matter approved by our Board of Directors).

In determining whether to nominate an incumbent director for re-election, the Nominating and Corporate Governance Committee and our Board of Directors evaluate each incumbent’s continued service, in light of these collective requirements. When the need for a new director arises (whether because of a newly created seat or vacancy), the Nominating and Corporate Governance Committee and our Board of Directors proceed to identify a qualified candidate or candidates and to evaluate the qualifications of each candidate identified. Final candidates are generally interviewed by one or more members of the Nominating and Corporate Governance Committee or other members of our Board of Directors before a decision is made.

Shareholder Recommendations and Nominations for Election to the Board

Our Nominating and Corporate Governance Committee will consider nominees recommended by shareholders. Any shareholder wishing to nominate a candidate for director at the next annual shareholders’ meeting must submit a proposal as described under “Additional Information – Shareholder Proposals for 2022 Annual Meeting of Shareholders” and otherwise comply with the advance notice provisions and information requirements contained in our bylaws. The shareholder submission should be sent to the President of PROG Holdings, Inc. at 256 W. Data Drive, Draper, Utah 84020.

Shareholder nominees are evaluated under the same standards as other candidates for board membership described above in “– Assessment of Director Candidates and Required Qualifications.” In addition, in evaluating shareholder nominees for inclusion with the Board of Director’s slate of nominees, the Nominating and Corporate Governance Committee and our Board of Directors may consider any other information they deem relevant, including (i) the factors described in “– Assessment of Director Candidates and Required Qualifications,” (ii) whether there are or will be any vacancies on our Board of Directors, (iii) the size of the nominating shareholder’s holdings in the Company, (iv) the length of time such shareholder has owned such holdings and (v) any statements by the nominee or the shareholder regarding proposed changes in our operation.

Board Leadership Structure

We currently separate the roles of Chairman and Chief Executive Officer in recognition of the differences between the two roles. The Chairman is responsible for leading our Board of Directors in its duty to oversee the management of our business and affairs. The Chief Executive Officer is responsible for oversight of our day-to-day operations and business affairs, including directing the business conducted by our employees, managers and officers.

Our Chief Executive Officer serves on our Board of Directors, which we believe helps to serve as a bridge between management and our Board of Directors, ensuring that both groups act with a common purpose. We believe that Mr. Steve Michaels’ presence on our Board of Directors enhances his ability to provide insight and direction on important strategic initiatives to both management and the independent directors.

Our Board of Directors does not have a formal policy on whether the Chairman and Chief Executive Officer roles should be separated or combined but, instead, makes that determination from time to time employing its business judgment. Our Board of Directors, however, does believe that if the Chairman and Chief Executive Officer roles are combined, or if the Chairman is not an independent director, that our Board of Directors should appoint an independent Lead Director to serve as the leader and representative of the independent directors in interacting with the Chairman and Chief Executive Officer and, when appropriate, our shareholders and the public. Our Board of Directors has determined that Mr. Ray Robinson, who serves as our Chairman, is independent under NYSE listing requirements. As a result, our Board of Directors has not designated a Lead Director.

Board of Directors and Committee Evaluations

Our Board of Directors and each of its committees conduct an annual evaluation, which includes a qualitative assessment by each director of the performance of our Board of Directors and the committee or committees on which the director sits. In 2020, our Board of Directors also engaged a third-party legal advisor to facilitate our board self-evaluation process and board and committee reviews. The results of the evaluation and any recommendations for improvement were reported to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee oversees the evaluation process.

Board and Committee Role in Risk Oversight

Risk Oversight Generally

As part of its risk oversight role, our full Board of Directors periodically receives reports from management, external professional advisors and others regarding various types of risks faced by the Company and the Company’s risk mitigation efforts related to such risks. Senior management is responsible for day-to-day risk management, while our Board of Directors oversees planning for and responding to risks, as a whole, through its committees and independent directors. Although our Board of Directors has ultimate responsibility with respect to risk management oversight, primary responsibility for certain areas has been delegated, as appropriate, to its committees.

For example, the Audit Committee is charged with, among other matters, overseeing risks attendant to the integrity of our financial statements; our financial reporting process; systems of internal accounting and financial controls; and performance of our internal audit function and independent auditors. The Audit Committee considers the steps management has taken to monitor and control such risks, including our risk assessment and risk management policies. The Audit Committee also considers issues relating to our legal and regulatory compliance obligations, including consumer protection laws.

Likewise, the Compensation Committee considers risks that may be implicated by our compensation programs. During 2020, our Compensation Committee, aided by its independent third-party compensation consultant, reviewed our compensation policies and practices and determined that they do not encourage excessive or unnecessary risk taking, and do not otherwise create risks that are reasonably likely to have a material adverse effect on the Company.

ESG Oversight

Our Board of Directors oversees our Environmental, Social and Governance (“ESG”) initiatives and matters at an enterprise-wide level, including ESG strategy and ESG risk assessment, all as reported up from management and applicable committees of the Board of Directors from time to time. While we believe our ESG efforts benefit from the engagement of the full Board of Directors, efficiently managing the breadth and diversity of ESG initiatives and matters requires delegation to appropriate committees of the Board of Directors as developments may warrant. For example, our Nominating and Corporate Governance Committee is often charged with monitoring and considering investor priorities and preferences with respect to ESG issues and discussing them with the Board of Directors and management.

Environmental Considerations

During 2020, our Board of Directors oversaw and received reports from management regarding steps undertaken by the Company to proactively and positively impact the environment, including programs to reduce waste and encourage recycling, and reduce energy consumption. Those steps and accomplishments included:

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Implementing a comprehensive waste audit program at the Company’s former Woodhaven manufacturing facilities, which applied to all materials used in its manufacturing processes;

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Adopting waste-reduction programs at those facilities that required the re-use or recycling of scrap material, including paper, plastic, foam, fabric, wood, metal and cardboard, resulting in the recycling of approximately 10 million pounds of materials annually;

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Reducing the amount of material the Woodhaven manufacturing facilities sent to landfills by more than 90% since 2009;

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Encouraging employees to bring certain waste to our facilities, to facilitate the recycling of those materials, which resulted in the recycling of thousands of plastic bottles over the last several years;

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Using foam in the manufacturing of bedding and furniture products at the Woodhaven facilities that contained soy-based polyols, instead of those derived from fossil fuels;

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Replacing metal halide lighting with more energy efficient Versabay lighting, and using skylight panels in approximately 600,000 square feet of Woodhaven’s manufacturing space, to further reduce energy demand; and

•

Providing recycling containers at the Company’s headquarters and call center buildings, through which we recycle aluminum, cardboard, paper and plastic.

Social Considerations

During 2020, the Company’s philanthropic initiatives were carried out through its foundation and various matching gift and similar assistance programs, including “ProgReach,” a program designed to provide meaningful, sustainable and transformative impacts in the communities where our customers and employees live and work, including through providing needed services to the underserved. We believe these initiatives help build stronger communities where our customers and employees live and work, and improve the lives of underserved youth, among other benefits. At the start of 2020, the Company established a goal of contributing 1% of its annual, consolidated pre-tax profits to these types of initiatives, and we are pleased to report that, by year end, we had well exceeded that goal.

In recent years, the Company’s social responsibility initiatives have included:

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Participating in a national partnership with the Boys and Girls Clubs of America, under which we committed $5 million of funding and other resources;

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Completing more than 40 Boys and Girls Clubs’ teen center makeovers, including donating $20,000 of merchandise to each of those teen centers;

SEC Form DEF 14A filed by PROG Holdings Inc.