PROG Holdings, Inc DEF 14A, filed Mar 27, 2025

PROG Holdings, Inc. (PRG)

DEF 14A 2025-03-27 For: 2024-12-31

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Added on June 12, 2026

About this DEF 14A

PROG Holdings, Inc filed this DEF 14A on March 27, 2025.

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¨						Preliminary Proxy Statement

¨						Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý						Definitive Proxy Statement

¨						Definitive Additional Materials

¨						Soliciting Material Under Rule 14a-12



Proxy Statement Summary			1
202 5 Annual Meeting of Shareholders			1
Matters to be Considered and Voting Recommendations			1
Company Overview			2
Our Strategy For Growth			5
ESG Reporting			6

Matters to be Voted On			8
Proposal 1 - Election of Directors			8
Proposal 2 - Advisory Vote on Executive Compensation			9

Proposal 3 - Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm			10

Governance			11
Nominees to Serve as Directors			11
Executive Officers Who Are Not Directors			16
Composition, Meetings and Committees of the Board of Directors			16
Assessment of Director Candidates and Required Qualifications			19
Shareholder Recommendations and Nominations for Election to the Board			21
Board Leadership Structure			22
Board of Directors Committee Evaluations			22
Board and Committee Role s in Risk Oversight			22
Board Diversity			23
Environmental, Social and Governance Matters			23

Non-Management Director Compensation in 2024			33
Stock Ownership Guidelines			33

Compensation Discussion and Analysis			34
Introduction			34
Executive Summary			34
Objectives of Executive Compensation Programs			36
Our Strong Compensation Governance Practices			37
202 4 Compensation Process and Actions			38
Components of Our 202 4 Executive Compensation Programs			39
Long-Term Incentive Equity Awards			43
Executive Compensation Policies			45

Compensation & Human Capital Committee Report			48

Executive Compensation			49
Summary of Compensation Table			49
Grants of Plan-Based Awards in Fiscal Year 2024			50
2015 Equity and Incentive Plan			51


Employee Stock Purchase Plan			52
Outstanding Equity A wards at 202 4 Fiscal Year-End			53
Options Exercised and Stock Vested in Fiscal Year 2024			54
Pension Benefits			54
Nonqualified Deferred Compensation as of December 31, 2024			54
Potential Payments Upon Termination o r Cha n ge-in-Control			55
Securities Authorized for Issuance U nder Equity Compensation Plans			58
CEO Pay Ratio Disclosure			58
Pay versus Performance			59

Audit Committee Report			62

Audit Matters			65
Fees Billed in the Last Two Fiscal Years			65
Approval of Auditor Services			65

Beneficial Ownership of Common Stock			66

Certain Relationships and Related Transactions			68
Policies and Procedures Dealing with the Review, Approval and Ratification of Related Party Transactions			68
Related Party and Other Transactions			68

Additional Information			73
Shareholder Proposals for 202 6 Annual Meeting of Shareholders			73
Householding of Annual Meeting Materials			74
Communicating with the Board of Directors and Corporate Governance Documents			74
Other Action at the Meeting			75

Appendix A – Use of Non-GAAP Financial Information			76


Proposal		Board Recommendation
1	Elect ten directors to serve for a term expiring at the 2026 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 2025	"FOR"


			Attaining GMV of $2.37 billion, an increase of 16% compared to 2023, including a 7.3% increase in Progressive Leasing's GMV to $1.93 billion and a 198.3% increase in Four's GMV to $301.6 million
			Growing the size of Progressive Leasing's lease portfolio, as measured by its Gross Leased Asset balance, by 6.1%, a significant improvement from the 5.2% decline at the start of 2024
			Increasing Progressive Leasing's new customers by 13% and its reactivated customers1 by 9%
			Repurchasing approximately 8% of the Company's outstanding shares and paying four quarterly cash dividends during 2024 — equating to $159.1 million of capital being returned to shareholders — without impacting the Company's future ability to invest in organic and strategic growth
			Maintaining low turnover while driving a high-performance culture and earning a Best Place to Work award from U.S. News and World Report


Sincerely,

Steven A. Michaels
President and Chief Executive Officer


			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. These statements include, among others, statements that involve expectations, plans or intentions, such as those relating to management strategies, future business, future results of operations or financial condition, customer payment behavior and capital allocation. These forward-looking statements may be identified by words such as "may," “will,” “would,” “should,” "assumes," “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” "strategy," “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, 2024 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.


GROW our GMV through existing merchant partners, new partners, and direct-to-consumer initiatives – We plan to grow GMV through strategic collaboration and marketing efforts with our existing POS partners. We remain focused on converting our 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. We will also continue to expand our direct-to-consumer marketing efforts to attract new customers and drive more GMV through in-store and online retailers.
ENHANCE our industry-leading consumer 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 transparency, flexibility, and greater choice on 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.
EXPAND our ecosystem to increase access and deliver more value to our customers – We expect to broaden our financial technology product ecosystem through research and development ("R&D") efforts and strategic acquisitions that will result in a more loyal and engaged customer base. We will leverage our extensive database of lease and loan agreements to offer current and previous customers products that meet their needs.


									Biographical Information: Mr. Curling has been the managing principal of New Kent Capital LLC, a family-run investment business, since March 2009. In addition, he was the managing principal of New Kent Consulting LLC, a privacy and mergers and acquisitions consulting business, from March 2009 to December 2024. From 1997 until September 2008, Mr. Curling held various executive positions at ChoicePoint Inc., a provider of identification and credential verification services that was sold to Reed Elsevier in 2008, including serving as President from April 2002 to September 2008, as Chief Operating Officer from 1999 to September 2008 and as Executive Vice President, Chief Financial Officer and Treasurer from 1997 to May 1999. Mr. Curling also served as a director of ChoicePoint Inc. from May 2000 to September 2008. Mr. Curling served on the Board of Directors of CoreLogic, a New York Stock Exchange listed company providing global property information, analytics and data-enabled services to financial services organizations and real estate professionals, until June 2021, when it became a private company. Qualifications: Among other qualifications, Mr. Curling brings substantial experience in managing and operating businesses with privacy, data analytics and other data-enabled matters to our Board of Directors. His prior service as a Chief Financial Officer provides him with valuable accounting and financial expertise, and his consulting experience provides him with significant mergers and acquisitions expertise, all of which is utilized by our Board of Directors. These skills and experiences qualify him to serve on our Board of Directors.

Douglas C. Curling

Age: 70 Director Since: January 2016 Committees: Audit; Compensation & Human Capital (Chair)


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

Cynthia N. Day

Age: 59 Director Since: October 2011 Committees: Audit (Chair); Compensation & Human Capital


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

Curtis L. Doman

Age: 52 Director Since: August 2015 Committees: N/A


									Biographical Information: Prior to his retirement in January 2024, Mr. Julian served as the Chief Financial Officer of TheRealReal, Inc., the world’s largest online marketplace for authenticated, consigned luxury goods, where he was responsible for developing and shaping company strategy and driving profitable growth. Prior to TheRealReal, Mr. Julian was Executive Vice President and Chief Financial Officer at Sportsman’s Warehouse, from 2019 to 2021, and Executive Vice President and Chief Financial Officer and Treasurer, at Deluxe Entertainment Services Group, from 2017 to 2018. Previously in his career, Mr. Julian held senior financial roles for Callaway Golf Company, Lydall Inc., Rockwell International, Honeywell, Cisco Systems, Fisher Scientific and Legrand S.A. Mr. Julian also serves on the board of directors of Shoals Technologies Group, Inc., a leading provider of electrical balance of systems (EBOS) solutions for the energy transition market, as well as Rayton Solar Inc., a privately-held producer of engineered wafers that can serve as the basis for next-generation electronics. Qualifications: Among other qualifications, Mr. Julian brings significant senior management experience to our Board of Directors. His prior service as Chief Financial Officer of several publicly traded companies provides him with valuable accounting and financial expertise. He also brings substantial experience in managing businesses with direct-to-consumer e-commerce platforms and in the retail industry. These skills and experiences qualify Mr. Julian to serve on, and are utilized by, our Board of Directors.

Robert K. Julian

Age: 62 Director Since: November 2024 Committees: Audit


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

Ray M. Martinez

Age: 51 Director Since: September 2021 Committees: Audit; Nominating, Governance & Corporate Responsibility


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

Steven A. Michaels

Age: 53 Director Since: November 2020 Committees: N/A


									Biographical Information: Ms. Mielke is the Managing Partner of Commerce Technology Advisors, LLC, a privately held firm she founded in April 2016, which provides consulting services to technology, financial services, and private equity companies regarding organic and inorganic growth strategies including building payment businesses and using artificial intelligence. Prior to founding Commerce Technology Advisors, Ms. Mielke served as the North American CEO of RS2 Inc., a leading provider of payment processing services in Europe and Asia Pacific, from 2018 to 2020. Previously in her career, Ms. Mielke held senior strategic roles for Vantiv, Inc., PayPal Holdings, Inc. and Visa International. Ms. Mielke also serves on the board of directors of WisdomTree, Inc., an exchange-traded fund and product sponsor and asset manager. She served on the boards of directors of Nuvei, a global payment technology provider, from 2020 until November 2024, when Nuvei became a private company and Bancorp, Inc., a provider of banking solutions for non-bank financial companies, from 2019 until November 2024. Qualifications: Among other qualifications, Ms. Mielke brings over 25 years of leadership experience working with digital payments, fintech, and e-commerce businesses, areas of expertise that are especially relevant to the Company. In addition, Ms. Mielke has served on several public company boards of directors, which provides her with valuable insights regarding how such boards perform their oversight roles. These skills and experiences qualify Ms. Mielke to serve on our Board of Directors.

Daniela Mielke

Age: 59 Director Since: November 2024 Committees: Audit


						256 West Data Drive Draper, Utah 84020


						256 West Data Drive Draper, Utah 84020


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

Ray M. Robinson

Age: 77 Director Since: November 2002 Committees: Compensation & Human Capital; Nominating, Governance & Corporate Responsibility


									Biographical Information: Ms. Sheu served as the Global Director, Digital and Direct-to-Consumer Marketing for Google, where she led digital marketing for Google Store and drove Google's direct-to-consumer marketing vision and agenda for Google Devices & Services, from September 2020 to December 2024. Prior to that, she served as the Senior Vice President of North America Marketing at Ancestry, Inc. from 2017 to 2020. Ms. Sheu has also served as Vice President, Global Digital & Customer Marketing for GAP, Inc., where she led the central marketing organization and managed digital and mobile transformation initiatives across the company's omnichannel brands (Gap, Old Navy, Banana Republic, Athleta, and Intermix). Ms. Sheu has also served as Senior Vice President and Chief Marketing Officer for Care.com, the leading online marketplace for care services. Before joining Care.com, Ms. Sheu spent ten years in management positions in the digital gaming and entertainment industry, heading marketing at Disney Interactive, Sony Network Entertainment, and EA Online. Ms. Sheu also served on the Board of Directors of Lulus from March 2023 until September 2024. Qualifications: Among other qualifications, Ms. Sheu has nearly twenty years of experience transforming marketing focused organizations to adapt to rapidly changing consumer and technology trends. She has significant expertise in the areas of data analytics and digital marketing, as well as optimizing marketing spending across multiple channels and platforms. She also has a proven record of driving brand engagement and loyalty. Our Board of Directors utilizes these skills and experiences, and they qualify Ms. Sheu to serve on our Board of Directors.

Caroline Sheu

Age: 51 Director Since: September 2021 Committees: Audit; Nominating, Governance & Corporate Responsibility


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

James P. Smith

Age: 58 Director Since: May 2021 Committees: Audit; Nominating, Governance & Corporate Responsibility


			Name (Age)						Position with the Company and Principal Occupation During the Past Five Years
			Brian J. Garner (45)						Chief Financial Officer since December 2020. Previously, Mr. Garner served in the Company’s Progressive Leasing operating segment as Senior Vice President of Finance and Accounting from January 2019 through November 2020, Vice President of Finance and Accounting from March 2015 through December 2018, and Controller from 2012 to February 2015.
			Todd King (56)						Chief Legal and Compliance Officer since May 2023. Previously, Mr. King served as the Company's Chief Corporate Governance, Securities Law and M&A Counsel from January 2017 through April 2023. Prior to joining the Company, Mr. King served as Deputy General Counsel, Corporate Secretary, and Chief Compliance Officer of Axiall Corporation (formerly known as Georgia Gulf Corporation).
			Matt Sewell (50)						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.


			*			Each of Ms. Day and Messrs. Curling and Julian have been designated as an “audit committee financial expert” as defined by Securities and Exchange Commission, or "SEC", regulations. As discussed on page 8, Ms. Betty will be retiring from the Board of Directors at the conclusion of her term at the Annual Meeting. In connection with Ms. Betty's retirement, the Board of Directors intends to appoint a new Chair of the Nominating, Governance & Corporate Responsibility Committee, as well as review the current membership of its committees for possible updates, immediately following the Annual Meeting.


Audit Committee									Responsibilities: The function of the Audit Committee is to assist our Board of Directors in fulfilling its oversight responsibility relating to: ▪the integrity of the Company’s consolidated financial statements; ▪the financial reporting process and the systems of internal accounting and financial controls; ▪the performance of the Company’s internal audit function and independent auditors; ▪the independent auditors’ qualifications and independence; ▪the Company’s compliance with ethics policies (including oversight and approval of related party transactions and reviewing and discussing certain calls to the Company’s ethics hotline and the Company’s investigation of and response to such calls) and legal and regulatory requirements; ▪the adequacy of the Company’s policies and procedures to assess, monitor and manage business risks including financial, regulatory and cybersecurity risks and its corporate compliance programs, including receiving quarterly reports related to such risks and programs; and ▪the adequacy of the Company's information security and privacy program and cybersecurity initiatives. The Audit Committee is directly responsible for the appointment, compensation, retention, and termination of our independent auditors, who report directly to the Audit Committee, and for recommending to our Board of Directors that the Board recommend to our shareholders that the shareholders ratify the retention of our independent auditors. In connection with its performance of these responsibilities, the Audit Committee regularly receives reports from and holds discussions with Company management, the independent auditors, and leaders from the Company’s audit services, compliance, information security, legal and enterprise risk management departments and functional areas. Many of those discussions are held in executive session with the Audit Committee.

Members: Ms. Day (Chair) Mr. Curling Mr. Julian Mr. Martinez Ms. Mielke Ms. Sheu Mr. Smith Number of Meetings: 8 Each member of the Audit Committee satisfies the independence requirements of the NYSE and SEC rules applicable to audit committee members, and each is financially literate. Our Board of Directors has designated each of Ms. Day and Messrs. Curling and Julian as an “audit committee financial expert” as defined by SEC regulations.


Compensation & Human Capital Committee									Responsibilities: The purpose of the Compensation & Human Capital Committee is to assist our Board of Directors in fulfilling its oversight responsibilities relating to: ▪executive and director compensation; ▪equity compensation plans and other compensation and benefit plans; and ▪human capital management strategies, programs and practices. The Compensation & Human Capital Committee has the authority to: ▪review and approve performance goals and objectives for the named executive officers in connection with the Company’s compensation programs; ▪evaluate the performance of the named executive officers, in light of such performance goals and objectives and other matters, for compensation purposes; ▪determine the compensation of the named executive officers, including our President and Chief Executive Officer, based on such evaluations and other matters; ▪approve grants of equity incentives; and ▪consider from time to time, and recommend to our Board of Directors, changes to director compensation. Compensation & Human Capital Committee Interlocks and Insider Participation For the year ended December 31, 2024, the Compensation & Human Capital Committee consisted of Mses. Betty and Day and Messrs. Curling and Robinson, each of whom our Board of Directors determined was independent in accordance with NYSE listing requirements. No member of the Compensation & Human Capital Committee during 2024 is or was formerly an officer or employee of the Company or any of its subsidiaries or was a related person in a related person transaction with the Company required to be disclosed under applicable SEC rules.

Members: Mr. Curling (Chair) Ms. Betty Ms. Day Mr. Robinson Number of Meetings: 5 Each member of the Compensation & Human Capital Committee satisfies the independence requirements of the NYSE applicable to compensation committee members and is a non-employee director under Rule 16b-3 of the Securities Exchange Act of 1934, or the “Exchange Act.”


Nominating, Governance & Corporate Responsibility Committee									Responsibilities: The purpose of the Nominating, Governance & Corporate Responsibility Committee is to assist our Board of Directors in fulfilling its responsibilities relating to: ▪board and committee membership, organization, and function; ▪director qualifications and performance; ▪management succession; ▪corporate governance principles and policies; and ▪the Company's overall approach to environmental, social and governance, or "ESG" and corporate responsibility matters. The duties of the Nominating, Governance & Corporate Responsibility Committee include: ▪from time to time, identifying and recommending to our Board of Directors individuals to be nominated for election as directors; ▪developing and recommending to our Board of Directors for adoption corporate governance principles applicable to the Company; ▪reviewing the Company's Environmental, Social and Governance, or "ESG" programs and disclosures, and monitoring and discussing ESG developments and trends; ▪discussing the self-evaluation process for the Board of Directors and its committees; ▪receiving updates about the Company's directors' and officers' insurance coverage; ▪reviewing the Company's Code of Conduct and recommending any changes to the Code to the Board of Directors; ▪discussing the Company's governmental and regulatory affairs programs and initiatives; and ▪receiving updates about the Company's director orientation and continuing education offerings.

Members: Ms. Betty (Chair) Mr. Martinez Mr. Robinson Ms. Sheu Mr. Smith Number of Meetings: 4 Each member of the Nominating, Governance & Corporate Responsibility Committee satisfies the independence requirements of the NYSE.


5


New independent directors added to our Board of Directors since 2020


51-77	36%	36%


Age range of our directors	Of our Board is comprised of female directors	Of our Board is comprised of ethnically and racially diverse directors, including African-American, Latino and Asian-American directors


1	2	3

Hosting internal and guest speakers to discuss topics related to fostering an inclusive and welcoming workplace	Partnering with the Company's internal Employee Resource Groups ("ERGs") to connect with diverse candidate pools and to promote opportunities to internal and external candidates	Growing mentorship programs that are offered to all employees and providing resources to our ERGs, in which all employees are encouraged to participate.


The Black Inclusion Group "BIG" has a mission to enrich the experience of our African American employees by providing professional and leadership development, networking, mentoring and social opportunities, while also promoting understanding of their concerns and views among all of our employees. BIG is focused on inclusion, engagement, learning and advancement initiatives and is open to and encourages participation from all employees.
Women In Leadership "WIL" is an organization created to inspire female employees to develop their leadership abilities, prepare for and take advantage of career growth opportunities, and increase their knowledge of the Company for organizational and personal success. This organization is focused on helping all employees gain an appreciation of issues and topics of importance to our female employees.
Adelante! provides a platform for highlighting and celebrating the richness of the Hispanic and Latino communities’ heritages to promote cultural and issues awareness among all of our employees. This organization also facilitates professional and leadership development, networking, mentoring and social opportunities for Hispanic and Latino employees.
PROGPeople Respecting Individuality, Diversity and Equality "PRIDE" seeks to foster a culture of understanding, inclusion and equality with our LGBTQ+ employees and allies, and encourage individuality, respect, professional development, and awareness of the challenges faced by, and issues that are important to, the LGBTQ+ community.
Veterans and Allies Leading the Organization Responsibly "VALOR" has developed a mission that embraces the proud military community of employee veterans and brings together their unique backgrounds of military service to harness their strengths to better serve the Company and its customers and communities.
Pacific Islanders & Asians Celebrating Equality "PACE" seeks to promote cultural awareness and appreciation for Asian American and Pacific Islander heritage, foster a welcoming community, and provide personal and leadership development opportunities. This organization strives to create a culture of respect and understanding across the organization, celebrating the unique perspectives and experiences of their members.


Employee EEO Classification	Hispanic or Latino	White	Black or African American	Native Hawaiian or Pacific Islander	Asian	American Indian or Alaskan Native	Two or More Races

Executives	5.7%	80.0%	2.9%	—	11.4%	—	—
First/Mid Managers	11.2%	73.1%	3.7%	*	6.2%	—	5.0%
All Other Employees	24.5%	52.8%	9.5%	1.6%	4.7%	*	6.3%


			Providing no-cost access to LinkedIn Learning to all employees, enabling them to take an unlimited number of courses from a library of thousands of options
			Offering tuition assistance reimbursement of up to $5,250 per year for full time employees and $2,625 per year for part time employees, a program on which we spent more than $445,000 over the past three years
			Providing employees at every level with tailored training specific to their department, helping them strengthen both technical and soft skills, unlock their potential, enhance individual and team performance, and achieve measurable results.


	2024	2023	2022
Total training hours	142,000	158,000	122,000
Tuition reimbursement dollars	$109,950	$134,590	$202,449
Internal promotions1	117	138	259


Core benefits			Disability, Life and Accidental Death and Dismemberment insurance, including certain threshold levels of coverage, that require no contribution from the employee;
			An Employee Assistance Program that provides employees and their immediate family members with professional referrals, counseling sessions (provided at no charge for the first five sessions), financial planning services, family assistance and legal assistance is also provided without cost to the employee;
			Health and wellness programs and perks for employees and their spouses or partners, which includes personalized health coaching, team and individual challenges, live wellness webinars and a monthly stipend for gym memberships and fitness classes;
Company-sponsored health benefits			Multiple options for medical insurance coverage for all eligible employees, including hourly employees;
			A 401(k) plan that matches employees’ contributions after 90 days of service with a 100% match on the first 3% of pay that the employee contributes, and a 50% match on the next 2% of pay that the employee contributes;
Voluntary benefits			Access to Vision Insurance, Health Savings and Flexible Spending accounts, Supplemental Life and AD&D Insurance, Critical Illness, Accident, and Hospital Indemnity plans, Legal Insurance, Identity Theft, and Pet Insurance plans;
			An employee stock purchase program with above-market discounts for eligible employees, for which 240 employees were enrolled at the end of 2024, which we believe aligns those employees’ interests with those of our shareholders; and
Family planning benefits			Paid Parental Leave is provided for full-time employees who have a parental event (birth or adoption). In combination with disability payment, birth parents receive twelve weeks of paid time off for their own recovery as well as bonding. All other parents receive four weeks of paid time off.


Metric	2024	2023	2022
Total Recordable Incidents	4	12	6
Total Cases w/ Days Away	1	6	1


57%	79%	95%


of all customer questions, concerns or complaints were resolved on the same day the customer contacted us;	were resolved in less than ten days; and	were resolved in less than thirty days.


			91%						87%


			of customers surveyed indicated that our customer service agents were friendly; and						indicated that those agents were knowledgeable about the matter raised by the customer.


			Engaging a third-party environmental consultant to assist us with understanding our environmental footprint and developing a plan to reduce our unfavorable environmental impacts, including with respect to the matters described below
			Calculating Scope 1, Scope 2 and Scope 3 GHG emissions
			Reducing our total water usage at our headquarters
			Continuing to allow most of our employees to work from home, which we believe results in significant reductions in greenhouse gas emissions and fuel usage