Upbound Group, Inc PRE 14A, filed Apr 9, 2021

Upbound Group, Inc. (UPBD)

PRE 14A 2021-04-09 For: 2021-06-08

View Original

Added on October 21, 2026


		Page
SUMMARY		1
QUESTIONS AND ANSWERS ABOUT THE 2021 ANNUAL MEETING AND VOTING PROCEDURES		6
Who may vote?		6
What constitutes a quorum?		6
How do I vote?		6
How will the proxies be voted?		7
How do I revoke my proxy if desired?		7
How many votes must each proposal receive to be adopted?		8
What are broker non-votes?		8
How will stockholders be able to participate in and ask questions at the 2021 Annual Meeting?		9
Who is soliciting my proxy?		10
PROPOSAL ONE: ELECTION OF DIRECTORS		11
Board Overview		11
Nominees for Director at the 2021 Annual Meeting		11
Continuing Members of the Board		13
Skills and Qualifications of Board of Directors and Nominees		15
Board Diversity		15
CORPORATE GOVERNANCE		17
General		17
Code of Business Conduct and Ethics		17
Structure of the Board		17
Board Oversight		21
Director Compensation		23
Director Nominations		25
Director Attendance		26
Procedures for Reporting Accounting Concerns		26
Communications with the Board		27
Related Person Transactions		27
PROPOSAL TWO: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		29
Principal Accountant Fees and Services		29
AUDIT AND RISK COMMITTEE REPORT		31
EXECUTIVE OFFICERS		32
COMPENSATION DISCUSSION AND ANALYSIS		34
Executive Summary		34
Compensation Process		40
Forms of Compensation		41
Termination of Employment and Change-in-Control Arrangements		47
Policies and Risk Mitigation		51


		Page
CEO Pay Ratio		53
Compensation Committee Interlocks and Insider Participation		53
Section 162(m)		54
Compensation Committee Report		54
COMPENSATION TABLES		55
Summary Compensation Table		55
Grants of Plan-Based Awards		57
Outstanding Equity Awards at Fiscal Year End		58
Option Exercises and Stock Vested		59
Non-Qualified Deferred Compensation		59
No Pension Benefits		60
Potential Payments and Benefits Upon Termination Without a Change in Control		60
Potential Payments and Benefits Upon Termination With a Change in Control		62
Potential Realizable Value of Outstanding Awards Upon a Change in Control Without Termination		64
Equity Compensation Plan Information		65
PROPOSAL THREE: ADVISORY VOTE ON EXECUTIVE COMPENSATION		66
PROPOSAL FOUR: APPROVAL OF THE RENT-A-CENTER, INC. 2021 LONG-TERM INCENTIVE PLAN		67
Highlights of the 2021 Plan		68
Key Terms of the 2021 Plan		69
U.S. Federal Income Tax Consequences		73
New Plan Benefits		75
PROPOSAL FIVE: APPROVAL OF THE DECLASSIFICATION AMENDMENTS		76
Description of the Proposed Declassification Amendments		76
Reasons for Declassifying the Board of Directors		77
Vote Required		77
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		78
OTHER INFORMATION		79
Delinquent Section 16(a) Reports		79
Annual Report on Form 10-K		79
"Householding" of Proxy Materials		79
Submission of Stockholder Proposals		80
Other Business		80
ANNEX A: 2021 LONG-TERM INCENTIVE PLAN		A-1
ANNEX B: FORM OF AMENDMENT OF CERTIFICATE TO EFFECT THE DECLASSIFICATION AMENDMENTS		B-1


Position		2020 Annual Retainer

All Non-Employee Directors (including the Chairman)		$ 77,500
Chairman of the Board		$150,000
Chair of the Audit & Risk Committee		$ 27,500
Other members of the Audit & Risk Committee		$ 15,000
Chair of the Compensation Committee		$ 25,000
Other members of the Compensation Committee		$ 10,500
Chair of the Nominating and Corporate Governance Committee		$ 20,000
Other members of the Nominating and Corporate Governance Committee		$ 10,000

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →



		Check the appropriate box:

		þ				Preliminary Proxy Statement

		o				CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(E)(2))

		o				Definitive Proxy Statement

		o				Definitive Additional Materials

		o				Soliciting Material under §.240.14a-12



		Payment of Filing Fee (Check the appropriate box):

		þ				No fee required.

		o				Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

						(1) Title of each class of securities to which transaction applies:

						(2) Aggregate number of securities to which transaction applies:

						(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

						(4) Proposed maximum aggregate value of transaction:

						(5) Total fee paid:

		o				Fee paid previously with preliminary materials.

		o				Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

						(1) Amount Previously Paid:

						(2) Form, Schedule or Registration Statement No.:

						(3) Filing Party:

						(4) Date Filed:

Proposal		Board Vote Recommendation


One: Election of Directors		FOR each Director Nominee
Two: Ratification of Auditors		FOR
Three: Advisory Vote on Executive Compensation		FOR
Four: Approval of the 2021 Long-Term Incentive Plan		FOR
Five: Approval of Amendments to the Company's Certificate of Incorporation to Declassify the Board (the "Declassification Amendments")		FOR

Name			Experience/Qualification	Independent	Committee Memberships	Other Public Company Boards


Glenn Marino	64	2020	• Retail finance, business development and banking	Yes	Audit & Risk Nominating and Corporate Governance	—
B.C. Silver	40	2021	• Financial technology, consumer products and retail industries	Yes	Compensation Nominating and Corporate Governance	—

Name				Experience/Qualification	Independent	Committee Memberships	Other Public Company Boards


Jeffrey Brown (Chairman)	60	2017	2023	• Significant public and private company board experience	Yes	Audit & Risk (chair)	• Medifast, Inc.
				• Broad transactional expertise
Christopher Hetrick	42	2017	2023	• Extensive investment experience	Yes	Compensation (chair)	—
				• Corporate strategy, capital allocation, executive compensation and investor communications		Nominating and Corporate Governance
Harold Lewis	60	2019	2022	• Financial technology	Yes	Audit & Risk	—
				• Consumer finance		Compensation
Carol McFate	68	2019	2022	• Corporate finance and treasury	Yes	Audit & Risk	• Argo Group International Holdings, Ltd
				• Governance; leadership		Nominating and Corporate Governance(1)
Mitchell Fadel	63	2017	2023	• Chief Executive Officer and former Chief Operating Officer of the Company	—	—	—
				• Significant knowledge of the business and rent-to-own industry


þ Filed by the Registrant		o Filed by a Party other than the Registrant


/s/ Jeffrey Brown Jeffrey Brown Chairman of the Board		/s/ Mitchell Fadel Mitchell Fadel Chief Executive Officer and Director




		Voting Method				Description of Process

		By Internet				You may submit a proxy electronically on the Internet, by visiting the website shown on the Notice or proxy card and following the instructions.

		By Telephone				If you request paper copies of the proxy materials by mail, you may submit a proxy by telephone, by calling the toll-free telephone number shown on the Notice or proxy card and following the instructions.

		By Mail				If you request paper copies of the proxy materials by mail, you may submit a proxy by signing, dating and returning a paper proxy card in accordance with its instructions. The Notice provides instructions on how to request a paper proxy card and other proxy materials

		Online at the 2021 Annual Meeting				You may vote by attending the 2021 Annual Meeting and casting your vote during the designated portion of the meeting by following the instructions provided on the meeting website. Merely attending the meeting online, but without properly voting, will not count as a vote.




		Proposal				Board Recommendation

		One: Election of Directors				"FOR" each of the Board's nominees for Class III director

		Two: Ratification of the Audit & Risk Committee's Selection of Ernst & Young LLP				"FOR" the ratification of the Audit & Risk Committee's selection of Ernst & Young LLP as our independent registered public accounting firm for 2021

		Three: Advisory Vote on Executive Compensation				"FOR" the resolution approving, on an advisory basis, the compensation of the named executive officers for the year ended December 31, 2020, as set forth in this proxy statement

		Four: Approval of the Rent-A-Center, Inc. 2021 Long-Term Incentive Plan				"FOR" the approval of the Rent-A-Center, Inc. 2021 Long-Term Incentive Plan

		Five: Approval of the Declassification Amendments				"FOR" the approval of the Declassification Amendments




		Revocation Method				Description of Process

		New Proxy Card				Deliver a signed proxy, dated later than the first one, which proxy must be received by the Company prior to the vote at the 2021 Annual Meeting

		New Internet/Telephone Proxy				Vote at a later time on the Internet or by telephone, if you previously voted on the Internet or by telephone, which vote must be submitted prior to the deadline set forth above

		New Vote Online At 2021 Annual Meeting				Attend the virtual meeting and vote online or by proxy (attending the virtual meeting alone will not revoke your proxy)

		Written Notice to the Company				Deliver a signed, written revocation letter, dated later than the previously submitted proxy, to Bryan Pechersky, Executive Vice President — General Counsel & Corporate Secretary, at 5501 Headquarters Drive, Plano, TX 75024, which letter must be received by the Company prior to the vote at the 2021 Annual Meeting




Proposal	Required Vote for Approval	Impact of Broker Non-Votes and Abstentions

One: Election of Directors	Under our Bylaws, directors are elected by a majority of the votes cast in uncontested elections. Accordingly, the numbers of votes cast "for" a director nominee must exceed the number of votes cast "against" that nominee. In contested elections, the vote standard would be a plurality of votes cast. Each share may be voted for each of the nominees, but no share may be voted more than once for any particular nominee.	Broker non-votes and abstentions will not affect the outcome of the vote.

Two: Ratification of the Audit & Risk Committee's Selection of Ernst & Young LLP	A majority of the votes cast is required to ratify Ernst & Young LLP as our independent registered public accounting firm.	Brokers have discretionary authority in the absence of timely instructions from their customers to vote on this proposal. Abstentions will not affect the outcome of the vote.

Three: Advisory Vote On Executive Compensation	The affirmative vote of the holders of a majority in voting power of the shares of common stock present online or represented by proxy and entitled to vote at the meeting is required to approve the advisory resolution on executive compensation.	Broker non-votes will not affect the outcome of the vote. Because abstentions are counted as shares present and entitled to vote on the proposal, each abstention will have the same effect as a vote "against" this proposal.

Four: Approval of the Rent-A-Center, Inc. 2021 Long-Term Incentive Plan	The affirmative vote of the holders of a majority in voting power of the shares of common stock present online or represented by proxy and entitled to vote at the meeting is required to approve the Rent-A-Center, Inc. 2021 Long-Term Incentive Plan.	Broker non-votes will not affect the outcome of the vote. Because abstentions are counted as shares present and entitled to vote on the proposal, each abstention will have the same effect as a vote "against" this proposal.

Five: Approval of the Declassification Amendments	The affirmative vote of the holders of at least eighty percent (80%) of the shares of common stock of the Company issued and outstanding as of the record date for the 2021 Annual Meeting is required to approve the Declassification Amendments.	Broker non-votes and abstentions will have the same effect as a vote "against" this proposal.

Director	Class


Harold Lewis	Class I	2022
Carol McFate	Class I	2022
Jeffrey Brown	Class II	2023
Mitchell Fadel	Class II	2023
Christopher Hetrick	Class II	2023
Michael Gade	Class III	2021
Glenn Marino	Class III	2021
B.C. Silver	Class III	2021




Board Diversity Matrix (as of the date of this proxy statement)

Board Size:

Total Number of Directors	8

Gender:	Male	Female	Non-Binary	Gender Undisclosed

Number of directors based on gender identity	7	1	—	—

Number of directors who identify in any of the categories below:

African American or Black	2	—	—	—

Alaskan Native or American Indian	—	—	—	—

Asian	—	—	—	—

Caucasian	4	1	—	—

Hispanic or Latino	—	—	—	—

Native Hawaiian or Pacific Islander	—	—	—	—

Two or More Races or Ethnicities	1	—	—	—

LGBTQ+	—

Undisclosed	—

Name	Independent	Transactions/Relationships/Arrangements


Jeffrey Brown	Yes	None
Michael Gade(1)	Yes	None
Christopher Hetrick	Yes	Employee of Engaged Capital, LLC, a 4.4% stockholder in the Company (based on a Schedule 13D/A filed by Engaged Capital, LLC with the SEC on August 25, 2020). The Board did not deem this ownership by Mr. Hetrick's employer to impair his independence.
Harold Lewis	Yes	None
Glenn Marino	Yes	None
Carol McFate	Yes	None
B.C. Silver	Yes	None

Name	Independent(1)		Compensation Committee	Nominating and Corporate Governance Committee


Jeffrey Brown	Yes	Chair	—	—
Mitchell Fadel	No	—	—	—
Michael Gade(3)	Yes	—	Member	Chair
Christopher Hetrick	Yes	—	Chair	Member
Harold Lewis	Yes	Member	Member	—
Glenn Marino	Yes	Member	—	Member(4)
Carol McFate	Yes	Member	—	Member(5)
B.C. Silver	Yes	—	Member(4)	Member(4)

Number of Committee Meetings in 2020	—	9	7	5

Name	Fees Earned or Paid in Cash(1)		DSUs(2)		Other Compensation(3)		Total


Jeffrey Brown		—	$	448,139	$	48,067	$	496,206
Michael Gade(4)	$	108,000	$	138,891	$	62,792	$	309,683
Christopher Hetrick(5)		—	$	155,159	$	33,279	$	188,438
Harold Lewis	$	113,000	$	189,046	$	7,604	$	309,650
Glenn Marino(6)	$	19,844	$	50,381	$	892	$	71,117
Carol McFate	$	56,250	$	241,797	$	9,234	$	307,281


By telephone: 972-624-6210		By mail: Rent-A-Center, Inc. Attn: Corporate Secretary 5501 Headquarters Drive Plano, TX 75024		By e-mail: RAC.Board@rentacenter.com




Audit Fees¹	$1,275,396	$1,692,105
Audit-Related Fees²	$588,480	—
Tax Fees³	$74,394	—
All Other Fees	—	—

Name		Position


Mitchell Fadel	63	Chief Executive Officer
Anthony Blasquez	45	Executive Vice President — Rent-A-Center Business
Ann Davids	52	Executive Vice President — Chief Customer and Marketing Officer
Jason Hogg	49	Executive Vice President — Acima (formerly Preferred Lease)
Bryan Pechersky	50	Executive Vice President — General Counsel & Corporate Secretary
Maureen Short	46	Executive Vice President — Chief Financial Officer
Catherine Skula	49	Executive Vice President — Chief Development Officer

Component		Overview

*Base Salary*		Competitive base salaries are determined in large part through in-depth comparative analyses of comparable positions at companies in our Peer Group and generally targeted at around the 50th percentile of the Peer Group and other similarly-situated public companies in the retail and consumer finance sectors with the opportunity for above or below median base salaries based on experience, responsibilities, competencies and individual performance.
*Annual Incentive Opportunity*		Opportunity for an annual cash incentive award to align our executives with annual corporate and individual performance achievements. For 2020, the ultimate payout amount was based on (1) Rent-A-Center Business same store sales (25% weighting), (2) Preferred Lease (now known as Acima) invoice volumes (25% weighting), (3) Adjusted EBITDA (40% weighting), and (4) Free Cash Flow (10% weighting). The targeted achievement levels take into account the rigorous goals included in our annual operating budget which is approved by the Board. Each executive officer's target annual incentive opportunity is generally targeted at around the 50th percentile of the Peer Group and other similarly-situated public companies in the retail and consumer finance sectors. In the 2021 bonus plan, Free Cash Flow was eliminated as a performance metric and Acima invoice volumes were replaced with Acima revenues, as discussed in this CD&A.
*Long-Term Incentive Compensation Opportunity*		Long-term incentive plan and stock ownership guidelines to align our executives with longer term performance achievement and stockholder returns over time. The long-term incentive awards granted in February 2020 consisted of (1) time-vested restricted stock units (weighted 20%) that cliff-vested after a three-year period, (2) stock options (weighted 20%) that vested pro rata annually over a four-year period, and (3) relative TSR-based performance stock units (weighted 60%) that vest solely based on the satisfaction of our performance based on our three-year TSR compared to the S&P 1500 Specialty Retail Index. Stock options were eliminated from the long-term incentive awards starting in 2021, as discussed in this CD&A, with performance stock units now weighted at 70%.


What We Do

• Transparent Compensation Program: Maintain a transparent executive compensation program that is understandable both to our stockholders and employees and is not overly complex or subject to constantly changing features • Substantial Compensation Aligned with Performance: A substantial percentage of both cash and equity compensation is at-risk and variable based on company performance • Multi-Year Equity Vesting: Three-year full vesting for all executive equity awards (starting in 2021, restricted stock units vest pro rata annually over three years; performance stock units cliff vest after three years based on relative TSR performance) • Annual SOP Vote: Annual Say on Pay stockholder vote regarding our executive compensation program to receive regular feedback from our investors • Annual Program Risk Assessment: Our Compensation Committee performs annual risk assessments of our compensation program		• Independent Compensation Consultant: Engagement by the Compensation Committee of an independent compensation consultant to conduct a formal evaluation of, and advise the Compensation Committee with respect to, the compensation arrangements for our Chief Executive Officer, as well as provide guidance with respect to the compensation of our senior executives • Rigorous Target Setting: Rigorous performance targets for our annual cash incentive and long-term incentive compensation programs • Total Reward Statement Review: Regular review by the Compensation Committee of Chief Executive Officer and other executive total reward statements to evaluate multi-year cash and equity compensation awards as part of making compensation determinations • Ownership Guidelines: Stock ownership guidelines for our directors, Chief Executive Officer, executive vice presidents, senior vice presidents and vice presidents • Clawback Policy: Incentive compensation is subject to clawback, as described further in this proxy statement

What We Do Not Do

• No Hedging or Pledging Stock: Insider Trading Policy that prohibits derivative transactions involving our common stock and pledging stock • No gross-ups: Employee benefits are provided without tax gross-ups (other than certain relocation-related expenses) • No excessive perquisites: We provide only limited perquisites, as described in this CD&A		• No Repricing Options: We do not reprice stock options without stockholder approval (and starting in 2021, we no longer grant stock options) • No Dividends Paid on Unvested Equity: No prospective payment of dividends on unvested equity awards

2020 Peer Group


Aaron's, Inc.	Big Lots Inc.	Brinker International Inc.	Conn's
EZCorp, Inc.	FirstCash, Inc.	H&R Block, Inc.	La-Z-Boy Incorporated
Michaels Stores, Inc.	MoneyGram International, Inc.	OneMain Holdings	Sally Beauty, Inc.
Santander Consumer USA Holdings Inc.

Name	2018 Base Salary	2019 Base Salary	2020 Base Salary


Mitchell Fadel(1)	$800,000	$1,000,000	$1,000,000
Maureen Short(2)	$362,000	$416,300	$441,278
Ann Davids(3)	$330,000	$339,900	$350,097
Jason Hogg(4)	—	—	$600,000
Catherine Skula(5)	$325,338	$335,098	$350,000




		Metric				Performance Levels

		Rent-A-Center Business same store sales				Threshold — Less than 0.0% growth Target — 1.35% to 1.65% growth Maximum — Greater than or equal to 3.0% growth

		Preferred Lease (now known as Acima) invoice volume				Threshold — Less than $623.07 million Target — $685.38 to $699.23 million Maximum — Greater than or equal to $761.53 million

		Adjusted EBITDA				Threshold — Less than $249.50 million Target — $274.45 to $277.22 million Maximum — Greater than or equal to $304.94 million

		Free Cash Flow				Threshold — Less than $95.99 million Target — $117.59 million to $122.38 million Maximum — Greater than or equal to $143.97 million




Metric	Weighting (% of total bonus opportunity)	2020 Performance	Percent of 2020 Target Achieved	Payout for 2020 (% of Target)

Rent-A-Center Business segment same store sales	25%	9.0%	598.4%	200%

Acima segment invoice volume (formerly known as the Preferred Lease segment)	25%	$707 million (1)	102.1% (1)	120%

Adjusted EBITDA (2) (3)	40%	$344 million	124.1%	200%

Free Cash Flow (2) (3)	10%	$202 million	168.3%	200%

Name


Mitchell Fadel	250%	350%	415%
Maureen Short	75%	130%	130%
Ann Davids	85%	85%	85%
Jason Hogg	—	—	—(1)
Catherine Skula	85%	85%	85%(2)




		Award Type					Weighting

		Performance Stock Units					60%

		Restricted Stock Units					20%

		Stock Options					20%

Payout Chart


RCII's TSR Percentile Rank in the S&P 1500 Specialty Retail Index				RCII's TSR Actual Rank in the S&P 500 Specialty Retail Index

>		£		Low		High		Payout

	90%		100%		1		7		200%
	80%		90%		8		13		175%
	70%		80%		14		19		150%
	60%		70%		20		25		125%
	50%		60%		26		31		100%
	40%		50%		32		37		75%
	30%		40%		38		43		50%
	25%		30%		44		46		25%
	0%		25%		47		61		0%




		Position				Ownership Requirement

		Chief Executive Officer				5 times annual base salary

		Executive Vice President				3 times annual base salary

		Senior Vice President or Vice President				1 times annual base salary


Name and Principal Position	Year		Salary		Stock Awards(1)		Option Awards(1)		Non-Equity Incentive Plan Compensation(2)		All Other Compensation(3)		Total

Mitchell Fadel	2020	$	998,077	$	4,882,607	$	829,998	$	2,430,000	$	77,268	$	9,217,950
Chief Executive Officer	2019	$	953,846	$	5,222,035	$	700,002	$	1,690,000	$	99,522	$	8,665,405
	2018	$	800,000	$	2,156,237	$	388,141	$	1,488,000	$	29,632	$	4,862,010

Maureen Short	2020	$	434,665	$	636,749	$	108,237	$	476,580	$	42,391	$	1,698,623
Chief Financial Officer	2019	$	406,902	$	807,439	$	201,537	$	386,951	$	39,805	$	1,842,634
	2018	$	362,000	$	292,711	$	52,690	$	302,994	$	30,444	$	1,040,839

Ann Davids	2020	$	347,070	$	339,928	$	57,782	$	315,087	$	36,348	$	1,096,215
Executive Vice President —	2019	$	337,615	$	431,084	$	57,781	$	287,216	$	33,258	$	1,146,954
Chief Customer and Marketing Officer	2018	$	276,692	$	302,413	$	54,436	$	306,900	$	45,551	$	679,092

Jason Hogg(4)	2020	$	311,538	$	3,499,998		—	$	1,080,000	$	297,931	$	5,189,467
Executive Vice President — Acima

Catherine Skula	2020	$	335,887	$	335,119	$	56,965	$	306,376	$	36,673	$	1,071,019
Executive Vice President —	2019	$	332,846	$	424,979	$	56,969	$	283,158	$	36,379	$	1,134,331
Chief Development Officer	2018	$	325,338	$	298,139	$	91,669	$	302,564	$	40,547	$	1,058,257


Name		Company Matching Contributions(1)		Value of Insurance Premiums(2)		Relocation(3)		Other(4)		Total

Mitchell Fadel	$	38,904	$	30,836		—	$	7,528	$	77,268
Maureen Short	$	24,423	$	13,845		—	$	4,123	$	42,391
Ann Davids	$	17,533	$	15,698		—	$	3,117	$	36,348
Jason Hogg	$	346	$	3,489	$	293,723	$	372	$	297,931
Catherine Skula	$	13,827	$	17,832		—	$	5,014	$	36,673

Name				Target		Maximum							Awards(5)		Date		Awards

	Grant	Committee Approval	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)					Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or	All Other Option Awards: Number of Securities Underlying		Exercise or Base Price of Option		Closing Price on Grant		Grant Date Fair Value of Stock and Option


Mitchell Fadel
Short-Term Incentive	—	3/4/20	—	$	1,350,000	$	2,700,000	—	—	—	—	—		—		—		—
Restricted Stock Units	2/26/20	2/13/20	—		—		—	—	—	—	33,508	—		—	$	23.50	$	829,993
Performance Stock Units	2/26/20	2/13/20	—		—		—	—	134,015	268,030	—	—		—	$	23.50	$	4,052,614
Stock Options	2/26/20	2/13/20	—		—		—	—	—	—	—	120,991	$	24.77	$	23.50	$	829,998

Maureen Short								—
Short-Term Incentive	—	3/4/20	—	$	264,767	$	529,533	—	—	—	—	—		—		—		—
Restricted Stock Units	2/26/20	2/13/20	—		—		—	—	—	—	4,370	—		—	$	23.50	$	108,245
Performance Stock Units	2/26/20	2/13/20	—		—		—	—	17,477	34,954	—	—		—	$	23.50	$	528,504
Stock Options	2/26/20	2/13/20	—		—		—	—	—	—	—	15,778	$	24.77	$	23.50	$	108,237

Ann Davids								—
Short-Term Incentive	—	3/4/20	—	$	175,049	$	350,097	—	—	—	—	—		—		—		—
Restricted Stock Units	2/26/20	2/13/20	—		—		—	—	—	—	2,333	—		—	$	23.50	$	57,788
Performance Stock Units	2/26/20	2/13/20	—		—		—	—	9,330	18,660	—	—		—	$	23.50	$	282,139
Stock Options	2/26/20	2/13/20	—		—		—	—	—	—	—	8,423	$	24.77	$	23.50	$	57,782

Jason Hogg								—
Short-Term Incentive(6)	—	4/20/20	—	$	600,000	$	1,200,000	—	—	—	—	—		—		—		—
Restricted Stock Units	—	—	—		—		—	—	—	—	—	—		—		—		—
Performance Stock Units(6)	7/1/2020	4/20/20	—		—		—	65,740	131,480	262,960	—	—		—	$	26.61	$	3,499,998
Stock Options	—	—	—		—		—	—	—	—	—	—		—		—		—

Catherine Skula								—
Short-Term Incentive	—	3/4/20	—	$	192,500	$	385,000	—	—	—	—	—		—		—		—
Restricted Stock Units	2/26/20	2/13/20	—		—		—	—	—	—	2,300	—		—	$	23.50	$	56,971
Performance Stock Units	2/26/20	2/13/20	—		—		—	—	9,198	18,396	—	—		—	$	23.50	$	278,148
Stock Options	2/26/20	2/13/20	—		—		—	—	—	—	—	8,304	$	24.77	$	23.50	$	56,965


	OPTION AWARDS						STOCK AWARDS

Name	Number of Securities Underlying Unexercised Options - Exercisable	Number of Securities Underlying Unexercised Options - Unexercisable	Option Exercise Price			Option Expiration Date	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1)

Mitchell Fadel	53,909	53,908⁽²⁾		$	8.22	2/23/2028	48,662⁽⁷⁾		$	1,863,268
	18,757	56,270⁽³⁾		$	20.87	4/1/2029	33,541⁽⁸⁾		$	1,284,285
	—	120,991⁽⁴⁾		$	24.77	2/26/2030	33,508⁽⁹⁾		$	1,283,021
							194,489⁽¹⁰⁾		$	7,446,984
							134,185⁽¹¹⁾		$	5,137,944
							134,015⁽¹²⁾		$	5,131,434

Maureen Short	1,642	—		$	37.19	1/31/2022	6,606⁽⁷⁾		$	252,944
	2,126	—		$	34.77	1/31/2023	5,186⁽⁸⁾		$	198,572
	5,066	—		$	25.03	1/31/2024	4,370⁽⁹⁾		$	167,327
	6,088	—		$	29.31	2/6/2025	26,402⁽¹⁰⁾		$	1,010,933
	10,527	—		$	10.34	2/5/2026	20,748⁽¹¹⁾		$	794,441
	16,355	5,452⁽⁵⁾		$	8.32	2/16/2027	17,477⁽¹²⁾		$	669,194
	7,318	7,318⁽²⁾		$	8.22	2/23/2028
	2,900	8,701⁽³⁾		$	20.87	4/1/2029
	—	15,778⁽⁴⁾		$	24.77	2/26/2030

Ann Davids	7,561	7,560⁽²⁾		$	8.22	2/23/2028	6,825⁽⁷⁾		$	261,329
	1,548	4,645⁽³⁾		$	20.87	4/1/2029	2,769⁽⁸⁾		$	106,025
	—	8,423⁽⁴⁾		$	24.77	2/26/2030	2,333⁽⁹⁾		$	89,331
							27,277⁽¹⁰⁾		$	1,044,436
							11,077⁽¹¹⁾		$	424,138
							9,330⁽¹²⁾		$	357,246

Jason Hogg							65,740⁽¹³⁾		$	2,517,185
							65,740⁽¹²⁾		$	2,517,185

Catherine Skula	2,849	—		$	37.19	1/31/2022	6,728⁽⁷⁾		$	257,615
	3,585	—		$	34.77	1/31/2023	2,730⁽⁸⁾		$	104,532
	—	4,454⁽⁵⁾		$	8.32	2/16/2027	2,300⁽⁹⁾		$	88,067
	—	7,454⁽²⁾		$	8.22	2/23/2028	26,892⁽¹⁰⁾		$	1,029,695
	—	5,000⁽⁶⁾		$	8.63	4/2/2028	10,920⁽¹¹⁾		$	418,127
	—	4,579⁽³⁾		$	20.87	4/1/2029	9,198⁽¹²⁾		$	352,191
	—	8,304⁽⁴⁾		$	24.77	2/26/2030


	Option Awards				Stock Awards

	Number of Shares Acquired on Exercise	Value Realized on Exercise			Number of Shares Acquired on Vesting	Value Realized on Vesting

Mitchell Fadel	—		—		—		—
Maureen Short	6,525		$	111,269	58,738		$	1,642,902
Ann Davids	—		—		—		—
Jason Hogg	—		—		—		—
Catherine Skula	44,910		$	753,683	47,990		$	1,342,280


Name	Executive Contributions in FY 2020⁽¹⁾			Registrant Contributions in FY 2020⁽¹⁾⁽²⁾			Aggregate Earnings in FY 2020			Aggregate Withdrawals/ Distributions	Aggregate Balance at FYE 2020⁽³⁾

Mitchell Fadel		$	56,417		$	25,904		$	11,033	—		$	370,422
Maureen Short		$	146,094		$	21,280		$	24,508	—		$	520,711
Ann Davids		$	22,719		$	10,086		$	2,604	—		$	63,622
Jason Hogg		—			—			—		—		—
Catherine Skula		$	21,917		$	10,959		$	7,330	—		$	496,275