What changed in this filing

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Item 9A. Controls and Procedures

2020-12-14 compared with 2019-12-05 · 918 added, 727 removed, 562 unchanged (75% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

In connection with the preparation of this Annual Report on Form 10-K, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2019 .

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2019 due to a material weakness in internal control over financial reporting as described below (which we view as an integral part of our disclosure controls and procedures).

Based on the performance of additional procedures designed to ensure the reliability of our financial reporting, we believe that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations, stockholders’ equity and cash flows as of the dates, and for the periods presented in conformity with GAAP.

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, to allow timely decisions regarding required disclosures.

In connection with the preparation of this Annual Report on Form 10-K, our management, under the supervision and with the participation of our Chief Executive Officer and Interim Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2020.

Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2020.

We believe the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations, stockholders’ equity and cash flows as of the dates, and for the periods, presented in conformity with GAAP.

Management’s Report on Internal Control Over Financial Reporting

In connection with the preparation of this Annual Report on Form 10-K, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2019 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on that assessment, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was not effective as of September 30, 2019 due to a material weakness in our information technology general controls (“ITGCs”).

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

During the second quarter of fiscal 2019, we identified deficiencies in our ITGCs that are designed to prevent or detect unauthorized access or changes to certain information technology (“IT”) systems that support our financial reporting processes.

Our related IT dependent manual and application controls that are impacted by the affected ITGCs were also deemed ineffective as they rely on reports generated by the IT systems subject to ITGCs, resulting in our inability to place reliance on internal controls over related financial statement accounts and assertions.

At that time, we determined that t he ITGC deficiencies represent a material weakness in our internal control over financial reporting and reported that material weakness in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.

Because we have not fully remediated that material weakness as of September 30, 2019, we have concluded that our internal control over financial reporting was not effective as of that date.

There were no changes to previously released financial results other than immaterial changes discussed in Note 1 of Notes to Consolidated Financial Statements included in “Part II, Item 8 — Financial Statements and Supplementary Data.”

Management, under the supervision of the Chief Executive Officer and the Interim Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of our internal control over financial reporting.

Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S.

Internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, (c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization of management and the Board of Directors, and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

In connection with the preparation of this Annual Report on Form 10-K, our management, under the supervision and with the participation of our Chief Executive Officer and Interim Chief Financial Officer, conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2020 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on that assessment, our Chief Executive Officer and Interim Chief Financial Officer concluded that our internal control over financial reporting was effective as of September 30, 2020.

Our internal control over financial reporting as of September 30, 2020 has been audited by our independent registered public accounting firm, as stated in their report appearing below.

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Opinion on Internal Control over Financial Reporting

We have audited EZCORP, Inc.

(the “Company”) and subsidiaries’ internal control over financial reporting as of September 30, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of September 30, 2019, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company and subsidiaries as of September 30, 2019 and 2018, and the related consolidated statements of operations and comprehensive (loss) income, stockholders’ equity, and cash flows for each of the three years in the period ended September 30, 2019, and the related notes (collectively referred to as “the consolidated the financial statements”) and our report dated December 5, 2019, expressed an unqualified opinion thereon.

We have audited EZCORP, Inc.’s (the “Company’s”) internal control over financial reporting as of September 30, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of September 30, 2020 and 2019, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the three years in the period ended September 30, 2020, and the related notes, and our report dated December 14, 2020 expressed an unqualified opinion thereon.

Basis for Opinion

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We believe that our audit provides a reasonable basis for our opinion.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment:

There were ineffective information technology general controls (ITGCs) in the areas of logical access, user administration, program change and database monitoring over certain information technology (IT) systems that support the Company’s financial reporting processes.

As a result, certain business process automated and manual controls that were dependent on the affected ITGCs were ineffective because they could have been adversely impacted.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2019 financial statements, and this report does not affect our report dated December 5, 2019, on those financial statements.

Definition and Limitations of Internal Control over Financial Reporting

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Changes in Internal Control Over Financial Reporting

As of March 31, 2019, we had hired a Chief Information Security Officer and subsequently further built-out and developed an IT compliance team whose primary responsibility is to assist us with the design, implementation and maintenance of appropriate controls to safeguard the confidentiality, integrity and availability of our IT operating and reporting systems.

We continue to improve our control environment to adequately prevent or detect unauthorized access or changes to our operating systems and databases.

As of September 30, 2019, we have implemented a remediation plan focused on (i) completing our IT risk assessment capturing control impacts for changes to our IT environment;

(ii) enhancing documentation underlying the ITGCs to promote knowledge transfer upon changes in IT personnel;

(iii) IT control enhancements across our logical access and change management processes, including performing manual database logging activities on key systems;

and (iv) enhancing our IT Risk and Compliance Governance Committee with members of IT and Finance leadership, with enhanced reporting of remediation activities to the Audit Committee.

As described in "Part II, Item 9A - Controls and Procedures," management believes it is taking the appropriate steps to remediate the underlying ITGC deficiencies, including allowing the controls to operate for a time period to produce sufficient testing sample sizes.

During the second quarter of fiscal 2019, we identified certain deficiencies in our information technology general controls (ITGCs) that are designed to prevent or detect unauthorized access or changes to certain information technology (“IT”) systems that support our financial reporting processes.

That material weakness has been fully remediated as of September 30, 2020.

During the fourth quarter of fiscal 2020, we continued to manage and monitor a remediation plan focused on IT control enhancements across our logical access and change management processes and completed the applicable testing to confirm remediation.

During the quarter, there were no other changes in our internal control over financial reporting that, in the aggregate, have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Internal Controls

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Board of Directors

Set forth below are the names of the persons who, as of November 1, 2019 , constituted our Board of Directors and their ages and committee assignments as of that date:

Audit (Chair), Nominating (Chair), Lead Independent Director

Zena Srivatsa Arnold

Shelaghmichael Brown

Set forth below are the names of the persons who, as of December 1, 2020, constituted our Board of Directors and their ages and committee assignments as of that date:

Name Age Committees

Appel 65 Audit (Chair), Nominating (Chair), Lead Independent Director

Zena Srivatsa Arnold 42 Nominating

Shelaghmichael Brown 71 Audit, People and Compensation

Cohen (Executive Chairman) 73 —

Audit, Nominating

Pablo Lagos Espinosa

Compensation (Chair)

Director Qualifications — The Board believes that individuals who serve on the Board should have demonstrated notable or significant achievements in business, education or public service;

Pablo Lagos Espinosa 65 People and Compensation (Chair)

Stone 62 Nominating

Tillett 61 Audit

(Robb) Webb 64 People and Compensation

Rosa Zeegers 60 Nominating

Director Qualifications — The Board believes that individuals who serve on the Board have demonstrated notable or significant achievements in business, education or public service;

should possess the requisite intelligence, education and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations;

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Appel joined EZCORP as a director in January 2015.

He serves as Chair of the Audit Committee and is the Lead Independent Director (and, as such, served as Chair of the Nominating Committee).

He serves as Chair of the Audit Committee and is the Lead Independent Director (and, as such, serves as Chair of the Nominating Committee).

Appel spent 37 years in finance, administration and operations roles with a variety of companies, most recently Zale Corporation, an NYSE listed jewelry retailer, where he served as Chief Financial Officer from May 2009 to May 2011 and Chief Administrative Officer from May 2011 to July 2014 and co-led the successful turnaround of the company.

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Appel was Chief Financial Officer of EXL Service Holdings, Inc., a NASDAQ listed business process solutions company (February 2007 to May 2009);

spent four years (February 2003 to February 2007) at Electronic Data Systems Corporation, serving as Vice President, Finance and Administration BPO and Vice President, BPO Management;

and held a variety of finance and operations roles from 1984 to 2003 at Tenneco Inc., Affiliated

Computer Services, Inc.

spent four years (February 2003 to February 2007) at Electronic Data Systems Corporation, serving as Vice President, Finance and Administration BPO and Vice

President, BPO Management;

and held a variety of finance and operations roles from 1984 to 2003 at Tenneco Inc., Affiliated Computer Services, Inc.

and PricewaterhouseCoopers.

Appel began his professional career with Arthur Andersen & Company, working there from 1977 to 1984.

Appel received an MBA in Accounting from the Rutgers University Graduate School of Business in 1977 and a Business Administration degree from Rutgers College in 1976.

He received an MBA in Accounting from the Rutgers University Graduate School of Business in 1977 and a Business Administration degree from Rutgers College in 1976.

Appel is a Certified Public Accountant and a Certified Management Accountant.

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She has over 18 years of experience in marketing, brand management, strategy development and business operations.

She has spent almost six years with Google, currently serving as Global Head of Growth for Chromebooks.

Her previous roles at Google have included General Manager, US Chromebooks (March 2018 to May 2019), Global Head of Marketing, Chromebooks and IoT (November 2016 to March 2018), Head of Americas Marketing, Google Play (April 2015 to October 2016) and Head of NA Marketing, Google Play (October 2013 to April 2015).

Prior to joining Google, she spent over nine years in various brand management positions with Kellogg Company (August 2010 to October 2013) and Procter & Gamble (April 2004 to August 2010).

She serves as the Chief Digital and Marketing Officer of Kimberly-Clark Corporation, a global personal care and consumer products company.

Prior to joining Kimberly-Clark in April 2020, she spent almost six years with Google, serving as Global Head of Growth for Chromebook (May 2019 to March 2020);

General Manager, US Chromebooks (March 2018 to May 2019);

Global Head of Marketing, Chromebooks and IoT (November 2016 to March 2018);

Head of Americas Marketing, Google Play (April 2015 to October 2016);

and Head of NA Marketing, Google Play (October 2013 to April 2015).

Prior to joining Google, Ms.

Arnold spent over nine years in various brand management positions with Kellogg Company (August 2010 to October 2013) and Procter & Gamble (April 2004 to August 2010).

Arnold began her professional career at General Electric Corporation, where she served as Product Manager, Server Solutions for GE Capital IT Solutions (April 2002 to April 2004).

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industry knowledge;

experience in developing growth strategies.

experience in

developing growth strategies.

Cohen has deep knowledge of the Company and its opportunities and challenges spanning multiple economic cycles.

Grimshaw — Mr.

Grimshaw joined EZCORP in November 2014 as Executive Chairman and a member of the Board of Directors.

He became Chief Executive Officer in February 2015.

Prior to joining EZCORP, he was Managing Director and Chief Executive Officer of Bank of Queensland Limited (ASX:

BOQ), a consumer banking and financial services institution with branches in every Australian state and territory.

During his 30-year career in financial services, Mr.

Grimshaw held a wide variety of other roles at various banking and finance companies.

From 2009 to 2011, he was Chief Executive Officer of Caledonia Investments Pty Ltd.

Prior to that, Mr.

Grimshaw spent eight years at Commonwealth Bank of Australia, where he served as Group Executive, Premium Business Services (2006 to 2009), Group Executive, Wealth Management (2002 to 2006) and Chief Financial Officer (2001 to 2002).

Dooner has been a director since May 2020.

He is the Chief Executive Officer of LoanMart, a privately-held company that is the largest online auto title loan lender in the U.S.

Prior to joining LoanMart in 2014, he was the Executive Vice President, Head of Personal Lending Division at Santander Consumer USA Inc., a NYSE-listed auto finance company, where he was responsible for multiple lines of business, including Consumer-Direct Refinance, Private label Credit Card and Consumer-Direct PULs.

From 2002 to 2010, Mr.

Grimshaw held a variety of roles at National Australia Bank (including Chief Executive Officer – Great Britain, and other executive roles in Credit, Institutional Banking, Corporate Financial Services and Global Business Financial Services).

Grimshaw began his career at Australia and New Zealand Banking Group (1983 to 1991).

Grimshaw represented New Zealand in Field Hockey at the 1984 Olympics and has a Bachelor of Commerce and Administration degree from Victoria University in Wellington, New Zealand and an MBA from Melbourne University.

He has also completed the Program for Management Development at Harvard Business School.

Grimshaw also serves as non-executive chairman of the board of directors of Cash Converters International Limited.

Dooner held positions of increasing responsibility at HSBC, one of the world’s largest banking and financial services organizations, where he progressed to serve for two years as Vice President and Director, Head of Portfolio Marketing and Global Servicing Operations.

He began his business career in investment banking, serving in the Business Development Group of Merrill Lynch from 2000 to 2002.

He received a Bachelor of Arts in Political Science from the University of California, Santa Barbara, and an MBA with concentrations in Finance and Entrepreneurship from the University of Chicago Graduate School of Business.

Director qualifications:

leadership, chief executive officer and executive management experience;

leadership, executive management experience;

broad business and strategically relevant experience;

financial experience;

international experience and global perspective;

industry knowledge;

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deep understanding of conducting business in highly regulated environments.

Kulas has been a director since April 2019.

He spent over 25 years in financial analysis, investment banking and executive-level finance and operations roles with a variety of companies, most recently Santander Consumer USA Inc., a NYSE-listed auto finance company, where he served as Chief Executive Officer from 2015 to 2017, a director from 2007 to 2012 and from 2015 to 2017, President from 2013 to 2015 and Chief Financial Officer from 2007 to 2015.

Kulas is our Chief Executive Officer, having been promoted into that position in July 2020 after joining the Company in February 2020 as President and Chief Financial Officer.

He first became associated with the Company in April 2019 when he was appointed as an independent member of the Board of Directors.

While an independent director, he served on the Audit Committee and the Nominating Committee.

Kulas resigned from the Board of Directors when he joined the Company as an executive in February 2020, and was reappointed to the Board in connection with his appointment as Chief Executive Officer.

Prior to joining the Company as an executive, Mr.

Kulas spent over 25 years in financial analysis, investment banking and executive-level finance and operations roles with a variety of companies, most recently Santander Consumer USA Inc., a NYSE-listed auto finance company, where he served as Chief Executive Officer and a director from 2015 to 2017, President from 2013 to 2015, Chief Financial Officer from 2007 to 2015 and a director from 2007 to 2012.

Prior to joining Santander Consumer USA, Mr.

Kulas was a Managing Director in Investment Banking with J.P.

Morgan Chase & Co., where he was employed from 1995 to 2007 and managed JPMorgan’s South Region investment banking office.

He has also served as an Adjunct Professor of Marketing at Texas Christian University and as a Financial Analyst at Dun & Bradstreet.

Kulas currently serves on the Board of Directors for Exeter Finance, where he is a member of the Audit Committee, and CityLift Parking.

Kulas received an MBA with a concentration in Finance and Marketing from Texas Christian University and a Bachelor of Arts degree in Chemistry from Southern Methodist University.

He is engaged in a variety of civic and philanthropic activities and currently serves on the Board of Directors for Momentous Institute and Baylor Scott & White Dallas Foundation and the Executive Board of Dedman College at Southern Methodist University.

Morgan Chase & Co.

(1995 to 2007), where he managed JPMorgan’s South Region investment banking office.

He has also served as an Adjunct Professor of Marketing at Texas Christian University (1997 to 1999);

Securities Analyst at William C.

Connor Foundation – TCU Educational Investment Fund (1994 to 1995);

and an intern and Financial Analyst at Dun & Bradstreet (1993 to 1995).

Kulas received an MBA with a concentration in Finance and Marketing from Texas Christian University in 1995 and a Bachelor of Arts degree from Southern Methodist University in 1993.

He currently serves as Non-Executive Chairman of the Board of Cash Converters International Limited and as an advisor to Warburg Pincus International LLC.

He has been involved in a variety of civic and philanthropic activities, including the Salesmanship Club of Dallas, Momentous Institute, Exchange Club of East Dallas, Dallas Citizens Council, Baylor Scott & White Dallas Foundation and Art House Dallas.

Director qualifications:

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Lagos joined EZCORP as a director in October 2010.

He is Chair of the Compensation Committee, a member of the Audit Committee and a member of the Nominating Committee.

He is Chair of the People and Compensation Committee.

Lagos served as President and Chief Executive Officer of Pepsi Bottling Group Mexico from 2006 to 2008 and as its Chief Operating Officer from 2003 to 2006.

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Since his retirement in December 2008, Mr.

Lagos has been an investor and consultant in various private business ventures mainly in real estate development and senior living residential services, and has served as a keynote speaker on organizational leadership and management.

Lagos has been an investor and consultant in various private business ventures and has served as a keynote speaker on organizational leadership and management.

He currently serves as Chairman of the Board and Executive President for the Mexican subsidiary of Areas, a Spanish global organization dedicated to restaurant and retailing operations in key public transportation hubs, and as Chairman of the board of Casa del Parque, a privately held enterprise focused on developing senior living residences in Mexico.

He is also a member of the Mexican Advisory Board for Niagara Waters, a leading manufacturer of bottled water in the U.S.

He received a Bachelor of Science degree in Industrial & Systems Engineering from Instituto Technológico de Monterrey, Master of Science degrees in Industrial Engineering and Operations Research and an MBA from Stanford University.

Director qualifications:

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His roles included Vice Chairman, Consumer Banking Sales and Support (2013-2017);

Executive Vice President, Consumer Banking Strategic

Support Services (2006-2013);

Executive Vice President, Consumer Banking Strategic Support Services (2006-2013);

Executive Vice President, Business Banking (2001-2006);

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She has over 30 years of experience in developing and implementing brand, marketing and retail strategies, as well as managing substantial businesses.

She most recently served as Executive Vice President of Consumer Products & Experiences with National Geographic Partners, a joint venture of 21st Century Fox and The National Geographic Society (2016-2018).

She is currently the Founder and Chief Executive Officer of BrandFolia LLC, a brand strategy consulting firm with a variety of clients, includiong The Kingdom of Saudi Arabia, Boston Consulting Group, EdgeSoft and the AHA Foundation.

Zeegers served as Executive Vice President of Consumer Products & Experiences with National Geographic Partners, a joint venture of 21st Century Fox and The National Geographic Society (2016-2018).

Prior to joining National Geographic Partners, Ms.

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a board member of the Full Story Foundation, a nonprofit educational organization;

and a member of the advisory board of the Qiddiya Project, part of the Crown Prince of Saudi Arabia’s “Vision 2030.” She is regularly invited by educational and

business organizations to speak on “Doing Business in Foreign Cultures” and was the 2014 recipient of the Most Powerful & Influential Women Award from the National Diversity Council.

and a member of the advisory board of the Qiddiya Project, part of the Crown Prince of Saudi Arabia’s “Vision 2030.” She is regularly invited by educational and business organizations to speak on “Doing Business in Foreign Cultures” and was the 2014 recipient of the Most Powerful & Influential Women Award from the National Diversity Council.

Director qualifications:

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Executive Officers

Set forth below are the name, age and position of each of the persons serving as our executive officers as of November 1, 2019 :

Executive Chairman

Chief Executive Officer

Chief Human Resources Officer

Chief Financial Officer

Mark DeBenedictus (1)

Chief Customer Experience Officer

William Eric Fosse

Set forth below are the name, age and position of each of the persons serving as our executive officers as of December 1, 2020:

Name Age Title

Cohen 73 Executive Chairman

Kulas 50 Chief Executive Officer

Given 44 Chief Strategy, M&A and Funding Officer

Jugmans 44 Interim Chief Financial Officer

Kuthy Saenger 55 President, Latin America Pawn

John Blair Powell, Jr.

52 President, U.S.

Chief M&A and Strategic Funding Officer

Kuthy Saenger

President, Latin America Pawn

Chief Business Development Officer

Keith Robertson 56 Chief Information Officer

Nicole Swies 42 Chief Revenue and Operations Officer

65 Chief Legal Officer and Secretary

DeBenedictus left the Company effective December 1, 2019.

Set forth below is current biographical information about our executive officers, except for Mr.

Cohen and Mr.

Grimshaw, whose biographical information is included under “Board of Directors” above.

Scott Alomes — Mr.

Alomes joined EZCORP as Chief Human Resources Officer in March 2015.

In October 2016, Mr.

Alomes was assigned management oversight responsibility for the Company’s CASHMAX business in Canada, as well as all new ventures, and his title was changed to Chief Human Resources Officer and New Ventures.

His title of Chief Human Resources Officer was reinstated in November 2019.

He has more than 30 years of experience and has spent his entire career in Human Resources for the financial services industry.

He joined EZCORP from Crowe Horwath Australia, where he was HR Leader in the Southern Region for this large provider of accounting, audit, tax business and financial advice to individuals and businesses in Australia.

Alomes has also held HR leadership roles at ClearView Wealth Limited (investments and life insurance products in Australia), Suncorp (banking and wealth management in Australia and New Zealand), Commonwealth Bank and National Australia Bank.

Chism rejoined EZCORP as Chief Financial Officer in May 2017.

He has over 20 years of accounting, finance and business experience in the pawn industry, with over half of those years at EZCORP.

He served as EZCORP’s Controller from August 1999 to October 2009, when he was promoted to Vice President, Finance and Chief Accounting Officer.

He served in that position for two years until he left the company in October 2011.

Chism further previously served as interim Chief Financial Officer of EZCORP from May 2010 to November 2010.

After leaving the company, Mr.

Chism co-founded, and served as Executive Vice President and Chief Financial Officer of, Cash Solutions Centers, LLC, a privately held owner and operator of pawnshops and financial services stores.

From May 2015 to July 2016, Mr.

Chism also served as Executive Vice President - Chief Financial Officer of the family office Gatsby Investments, LLC, as well as Chief Financial Officer of two consumer products companies in the Gatsby Investments portfolio.

Chism began his professional career at Ernst & Young, where he served as Audit Manager on EZCORP’s account.

He holds a Bachelor of Business Administration degree in Accounting and a Master in Professional Accounting degree from the University of Texas at Austin, and is a Certified Public Accountant and a Chartered Global Management Accountant.

Mark DeBenedictus — Mr.

DeBenedictus joined EZCORP as Chief Customer Experience Officer in May 2017, after having served as a strategic IT consultant for three months.

DeBenedictus is responsible for executive oversight of the Company’s strategic and operational information technology function and for overseeing the Company’s developing and evolving businesses.

Prior to joining EZCORP, Mr.

DeBenedictus was founding partner and Chief Operating Officer of Repatriate Advisory Solutions LLC, an IT transformation specialist that assists companies in the evaluation and modification of IT and business process outsourcing arrangements.

Prior to forming Repatriate Advisory Solutions in 2016, Mr.

DeBenedictus spent five years with American International Group (AIG) as Senior Vice President, Global Infrastructure Services, and over twenty years in a variety of capacities with Electronic Data Services (EDS) and related companies, including Vice President, Global

Financial Services;

Vice President, U.S.

Financial Services;

Global Vice President, Service Delivery - Australia and New Zealand;

Managing Director - Credit Services;

and Client Delivery Executive.

DeBenedictus received a Bachelor of Arts degree in Computer Science from the State University of New York.

William Eric Fosse — Mr.

Fosse rejoined EZCORP as Division Vice President of U.S.

Pawn in November 2016, was promoted to Senior Vice President of Stores in June 2017 and was promoted to President, U.S.

Pawn in July 2018.

Fosse served in various role in two previous periods with EZCORP (September 2004 to December 2012, and September 2014 to May 2015), including Vice President, EZMoney Operations;

President, EZMoney;

President, Pawn Americas;

President, North American Operations;

President, U.S.

Financial and Online Services;

and President Pawn and Cash Converters Americas.

From June 2015 to September 2016, Mr.

Fosse was CEO of Interstate Automotive Group, a chain of Buy Here/Pay Here auto sales and finance stores operating across 15 states.

From December 2012 to September 2014, he was a private investor and consultant concentrating on pawn and financial services businesses.

Prior to originally joining EZCORP in 2004, Mr.

Fosse spent thirteen years with G&K Services, Inc., a public company providing uniform and facility services to businesses.

Fosse received a Bachelor of Science degree in Business from Indiana University.

Given was appointed Chief M&A and Strategic Funding Officer in September 2019.

Kulas, whose biographical information is included under “Board of Directors” above.

Given was appointed Chief Strategy, M&A and Funding Officer in September 2020, having served as Chief M&A and Strategic Funding Officer since September 2019.

He served as a member of the Board of Directors from July 2014 to September 2019, holding the position of Non-Executive Chairman (July 2014 to August 2014), Executive Vice Chairman (August 2014 to February 2015) and Executive Chairman (February 2015 to September 2019).

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Given is the sole beneficial owner of LPG Limited (HK), a business and financial advisory firm, and prior to assuming the role of Executive Vice Chairman of EZCORP, provided international financial and advisory services to a number of companies, including EZCORP from October 2012 to June 2014.

Since 2004, Mr.

Given has also served as a consultant and advisor to Madison Park LLC, which has, in the past, provided certain advisory services to the Company.

Given has also served as a consultant to Madison Park LLC, which has, in the past, provided certain advisory services to the Company under a series of advisory services agreements.

Madison Park is wholly owned by Phillip E.

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SEN), a developer and manufacturer of certified, defense-grade encryption solutions;

CANSTAR Pty Ltd, an Australian financial services ratings and research firm;

and TAB Products Co.

LLC, a leading North American records management company.

and CANSTAR Pty Ltd, an Australian financial services ratings and research firm.

Given began his career working in the investment banking and equity capital markets divisions of Merrill Lynch in Hong Kong and Sydney, Australia, where he specialized in the origination and execution of a variety of M&A, equity, equity-linked and fixed income transactions.

Given also serves on the board of directors of Cash Converters International Limited.

Given also serves on the board of directors of Cash Converters International Limited and Rich Data Corporation PLC.

Jugmans — Mr.

Jugmans was appointed Interim Chief Financial Officer in September 2020, having served as the Company’s Vice President, Treasury and M&A since December 2016 and as a consultant to EZCORP performing similar duties since March 2015.

From January 2015 to December 2016, Mr.

Jugmans was a principal of Selene Partners Inc., a financial consulting firm providing strategic advice and other business services to a variety of clients, including the Company

and Morgan Schiff & Co., Inc.

Jugmans served as the Chief Financial Officer of Morgan Schiff from April 2013 to December 2014, and was Chief Financial Officer of ShippingEasy, Inc.

from July 2011 to April 2013.

From April 2005 to June 2012, Mr.

Jugmans was a Corporate Advisor at Lexicon Partners Pty Limited, an independent corporate advisory and consulting firm based in Sydney, Australia.

He served in various analyst and senior analyst positions at boutique investment banks for seven years prior to that.

Jugmans received a Bachelor of Business degree with a major in Finance and a minor in Mathematics from the University of Technology in Sydney.

He serves as a non-executive board member of Ratecity Pty Ltd., which operates one of Australia’s leading financial comparison sites.

Kuthy Saenger — Mr.

Kuthy joined EZCORP in November 2013 as Senior Vice President of Operations for our Mexico Pawn operations, Empeño Fácil, and was promoted to General Manager of that business in May 2014.

Kuthy joined EZCORP in November 2013 as Senior Vice President of Operations for our Mexico Pawn operations, Empeño Fácil;

was promoted to General Manager of that business in May 2014;

and was promoted to President, Latin America Pawn in March 2019 with managerial responsibility for all of our pawn businesses in Latin America.

Prior to joining EZCORP, Mr.

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Kuthy received a Bachelor of Arts degree in Economics and an MBA from the Instituto Tecnológico Autónomo de México.

Jacob Wedin — Mr.

Wedin joined EZCORP in May 2015 as Chief Product and Process Officer and has served as Chief Business Development Officer since November 2017.

Prior to joining us, Mr.

Wedin was the CEO of the Mexico Division at Bayport Financial Services, a provider of consumer financial services, including short, medium and long-term loans, where he led Bayport’s expansion into Mexico.

Prior to that, he was Bayport’s Business Development Executive in Latin America.

Prior to joining Bayport, he served as a representative of the Swedish Trade Commission for several countries in Latin American and the Caribbean, based in Brazil.

He is a native of Sweden and received his MBA from the American International University in London.

John Blair Powell, Jr.

Powell serves as President, U.S.

Pawn with managerial responsibility for all of our pawn operations in the U.S.

He was appointed to that position in September 2020.

Powell joined EZCORP in 1989 as a pawnbroker in Houston, Texas.

During his 31-year tenure at EZCORP, he as held all field level positions, from store level to multi-unit management positions, including Regional Director of Operations.

He moved into Operations at the Corporate Support Center in 2000 and has been our top Operations Administration executive for the last 13 years, most recently serving as Chief Customer Service Officer for all of our global pawn businesses.

Powell attended Sam Houston State University.

Keith Robertson — Mr.

Robertson joined EZCORP in October 2018 as Senior Vice President, Global IT and New Ventures, and was promoted to Chief Information Officer in November 2019.

Prior to joining EZCORP, Mr.

Robertson spent seven years at AIG, working on a global transformation of the IT systems, facilities and workforce.

From 1989 until 2011, Mr.

Robertson worked at EDS/HP, last serving as the Chief Operating Officer for the Financial Services division, where he led IT programs supporting Bank of America, American Express, State Farm and others.

Robertson grew up in Scotland and attended Heriot-Watt University in Edinburgh, where he graduated with an Honors degree in Electrical and Electronic Engineering.

Nicole Swies — Ms.

Swies was named Chief Revenue and Operations Officer in September 2020.

She joined EZCORP in November 2002 as a Financial Analyst and has worked in various finance and analytics positions primarily supporting operations in the U.S.

and Latin America pawn segments and the legacy Financial Services businesses.

Swies is a member of the Community Advisory Council for the Ronald McDonald House Charities of Central Texas and serves on the finance committee of ConnectHer, a global non-profit organization dedicated to improving the lives of women and girls through projects, stories and film.

She earned her Bachelor of Business Administration in finance from the University of Texas at Austin.

Welch joined EZCORP in April 2009 as Senior Vice President, General Counsel and Secretary, with his title changing to Chief Legal Officer and Secretary in May 2017.

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Section 16(a) Beneficial Ownership Reporting Compliance

Based on written representations and a review of the relevant Forms 3, 4 and 5, during fiscal 2019, all persons subject to Section 16 of the Securities Exchange Act of 1934 with respect to EZCORP timely filed all reports required by Section 16(a) of the Securities Exchange Act.

Based on written representations and a review of the relevant Forms 3, 4 and 5, during fiscal 2020, all persons subject to Section 16 of the Securities Exchange Act of 1934 with respect to EZCORP timely filed all reports required by Section 16(a) of the Securities Exchange Act, except for the following:

In December 2019, we inadvertently missed the 48-hour filing deadline applicable to Forms 4 reporting the vesting of restricted stock units (and related withholding of shares to cover tax liability) for our Executive Officers.

That error was discovered within a few days, and all of the required Forms 4 (which were due to be filed on December 9, 2019) were filed on or before December 16, 2019.

Code of Conduct

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The controlling shareholder or the Board may implement changes in the future that would again require the Company to rely on the Controlled Company exemptions under the Nasdaq Listing Rules.

Committees of the Board — The Board of Directors maintains the following committees to assist it in its oversight responsibilities.

Committees of the Board of Directors — The Board of Directors maintains the following committees to assist it in its oversight responsibilities.

The current membership of each committee is indicated in the list of directors set forth under “Board of Directors” above.

• Audit Committee — The Audit Committee assists the Board in fulfilling its responsibility to provide oversight with respect to our financial statements and reports and other disclosures provided to stockholders, the system of internal controls, the audit process and legal and ethical compliance.

Its primary duties include reviewing the scope and adequacy of our internal and financial controls and procedures;

Its duties include reviewing the scope and adequacy of our internal and financial controls and procedures;

reviewing the scope and results of the audit plans of our independent and internal auditors;

reviewing the objectivity, effectiveness and resources of the internal audit function;

appraising our financial reporting activities and the accounting standards and principles followed;

and reviewing and approving ethics and compliance policies.

and appraising our financial reporting activities and the accounting standards and principles followed.

The Audit Committee also selects, engages, compensates and oversees our independent auditor and pre-approves all services to be performed by the independent auditing firm.

The Audit Committee has further responsibility for overseeing our risk management and compliance processes.

In carrying out that responsibility, the Audit Committee ensures that adequate policies and procedures have been designed and implemented to (a) manage and monitor significant risks the Company faces, including financial, operational, security, IT and cybersecurity, legal, compliance and regulatory risks;

and (b) assure compliance with all applicable laws and regulations, including data privacy requirements.

The Audit Committee is comprised entirely of directors who satisfy the standards of independence described under “Part III, Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence,” as well as additional or supplemental independence standards applicable to audit committee members established under applicable law and Nasdaq listing requirements.

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Appel, Chair of the committee, is a “financial expert” within the meaning of the current rules of the SEC.

Compensation Committee — The Compensation Committee reviews and approves, on behalf of the Board, the amounts and types of compensation to be paid to our executive officers;

reviews and recommends to the full Board the amount and type of compensation to be paid to our non-employee directors;

reviews and approves, on behalf of the Board, all bonus and equity compensation to be paid to our other team members;

and administers our stock compensation plans.

The Compensation Committee is comprised entirely of directors who satisfy the standards of independence described under “Part III, Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence.”

Nominating Committee — In November 2018, the Board of Directors formed and commissioned the Nominating Committee as a standing committee of the Board.

The Nominating Committee assists the Board with respect to the selection and nomination of candidates for election or appointment to the Board, including making recommendations to the Board regarding the size and composition of the Board and its committees;

• People and Compensation Committee — The People and Compensation Committee has the primary responsibility of reviewing, analyzing and (as appropriate) approving, on behalf of the Board, executive compensation and organizational development matters, and otherwise assisting the Board in its overall responsibility to enable the Company to attract, retain, develop and motivate qualified executives and employees who will contribute to our long-term success.

Specific responsibilities and duties include assisting management and the Board in identifying, developing and evaluating potential candidates for senior executive positions;

overseeing the development of succession plans for senior executive positions;

reviewing and approving the amounts and types of compensation to be paid to our executive officers;

reviewing and recommending to the full Board the amount and type of compensation to be paid to our non-employee directors;

reviewing and approving, on behalf of the Board, all bonus and equity compensation to be paid to our other team members;

and advising management with respect to the quality of the workforce to carry out our strategic goals.

The People and Compensation Committee is comprised entirely of directors who satisfy the standards of independence described under “Part III, Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence.”

• Nominating Committee — The Nominating Committee assists the Board with respect to the selection and nomination of candidates for election or appointment to the Board, including making recommendations to the Board regarding the size and composition of the Board and its committees;

recommending to the Board the qualifications needed or required of Board members;

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Meetings and Attendance — The following table sets forth the number of meetings held during fiscal 2020 by the Board of Directors and each committee thereof, as well as the number of times during the year that action was taken by unanimous written consent.

The Company’s Bylaws currently require the unanimous attendance of all directors in order for a quorum to be present at a meeting of the Board of Directors.

In addition to the number of official Board meetings noted below, the Board of Directors also held six other meetings that were not considered official meetings due to the absence of a quorum.

Those meetings were sometimes followed by a unanimous written consent approving the matters that were the subject of the discussions.

All directors attended at least 75% of the meetings of the Board and of the committees on which they served.

Meetings Held

Action by Unanimous Written Consent

Our bylaws currently require the unanimous attendance of all directors in order for a quorum to be present at a meeting of the Board of Directors.

In addition to the number of official Board meetings noted below, the Board of Direc tors also held 15 other meetings that were not considered official meetings due to the absence of a quorum.

Those meetings were sometimes fol lowed by a unanimous written consent approving the matters that were the subject of the discussions.

All directors attended at l east 75% o f the meetings of the Board and of the committees on which they served.

Meetings Held Action by Unanimous Written Consent

Board of Directors 10 5

Audit Committee 10 2

Compensation Committee

People and Compensation Committee 19 3

Nominating Committee 4 2

In addition, during fiscal 2020, the Board formed a Share Buyback Committee for the purpose of reviewing and approving the Company’s share repurchase plans.

That committee met a total of three times between December 2020 and March 2020, when we suspended share repurchase activity.

ITEM 11 — EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our compensation practices and the executive compensation policies, decisions and actions of the Compensation Committee of our Board of Directors (the “Committee”).

This Compensation Discussion and Analysis describes our compensation practices and the executive compensation policies, decisions and actions of the People and Compensation Committee of our Board of Directors (the “Committee”).

It focuses specifically on compensation earned during fiscal 2020 by the following individuals, referred to as our Named Executive Officers.

Chief Executive Officer

Chief Financial Officer

Chief M&A and Strategic Funding Officer

Chief Operating Officer

Mark DeBenedictus (3)

Chief Customer Experience Officer

Given served as Executive Chairman until September 12, 2019 but remains an executive officer in the position indicated.

Rotunda served as an executive officer during all of fiscal 2019 but retired effective October 4, 2019.

DeBenedictus served as an executive officer during all of fiscal 2019 but left the Company effective December 1, 2019.

Name Position

Kulas (1) Chief Executive Officer

Jugmans (2) Interim Chief Financial Officer

Cohen Executive Chairman

Given Chief Strategy, M&A and Funding Officer

Chief Legal Officer and Secretary

Grimshaw (3) Former Chief Executive Officer

Chism (4) Former Chief Financial Officer

Kulas joined the Company as President and Chief Financial Officer effective February 28, 2020, and was promoted to Chief Executive Officer effective July 6, 2020.

Jugmans was appointed Interim Chief Financial Officer effective September 1, 2020.

Prior to this appointment, he served as Vice President of Finance, Treasury and M&A.

Grimshaw served as Chief Executive Officer in fiscal 2020 until July 6, 2020, when he relinquished that position.

Chism served as Chief Financial Officer in fiscal 2020 until February 28, 2020, when his employment with the Company terminated.

Executive Compensation Philosophy and Program Design

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These principles are reflected in the following best-practice features of our executive compensation program:

What We Don’t Do

Heavy emphasis on performance-based variable pay

Generally no single trigger change-in-control payments

100% of equity and equity-linked incentive grants are performance-based

No significant perquisites

Stock retention requirements for executives and directors

No hedging or pledging of Company stock

Annual risk assessments

What We Do What We Don’t Do

þ Emphasize performance-based variable pay ý Generally no single trigger change-in-control payments

þ Link 100% of equity incentive grants to performance goals ý No significant perquisites

þ Require stock retention by executives and directors ý No hedging or pledging of Company stock

þ Perform annual risk assessments

þ Retain an independent compensation consultant

Incentive clawback policy

þ Maintain an incentive clawback policy

To further support our fundamental principles, we have designed our executive compensation programs to accomplish the following primary goals:

Compensation Components — “Total direct” compensation is composed of three principal components, each one contributing to the accomplishment of our compensation program goals:

Compensation Component

Attract and Retain

Pay for Performance

Shareholder Alignment

Long-term Commitment

Compensation Component Description Attract and Retain Pay for Performance Shareholder Alignment Long-term Commitment

• A market-competitive salary.

Annual Incentives

Short-term Incentives

• Annual cash incentive opportunity that is tied to an assessment of annual corporate and business unit financial performance, as well as individual contribution.

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• Equity incentive grants, including performance-vested restricted stock grants tied to achievement of consistent multi-year growth in earnings.

Executive Retirement

• Annual Supplemental Executive Retirement Plan contributions that vest over the subsequent three years from the date of contribution.

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The Committee does not target a fixed percentage allocation among the compensation elements, but rather aims to provide the majority of executive officer compensation opportunities in the form of incentive compensation.

Executive Compensation Governance and Process

Composition of the Compensation Committee

Since April 2019, the Compensation Committee has comprised of three members — Mr.

Brown and Mr.

Webb — each of whom is an independent director.

See Part III, Item 10 — Directors, Executive Officers and Corporate Governance — Board of Directors.” Prior to that time, the Company, relying on the Nasdaq Controlled Company exemptions described in Part III, Item 10 — “Directors, Executive Officers and Corporate Governance — Corporate Governance — Controlled Company Exemptions,” included a non-independent director (Mr.

Given) on the Compensation Committee, but the Committee maintained a subcommittee of only independent directors to act on and approve any executive compensation matters that required approval of solely “independent,” “non-employee” or “outside” directors.

Role of the Committee

The Board of Directors has authorized the Committee to establish the compensation programs for all executive officers and to provide oversight for compliance with our compensation philosophy.

The Committee delegates the day-to-day administration of the compensation plans to management and retains responsibility for ensuring that the plan administration is consistent with the Company's policies.

Annually, the Committee sets the compensation for our executive officers, including objectives and awards under incentive plans.

The Committee also makes recommendations to the Board of Directors on appropriate compensation for the non-employee directors.

In addition to overseeing the compensation of our executive officers, the Committee approves all awards under long-term incentive plans for all other team members.

For more information on the Committee's role, see the Committee's charter, which can be found in the Investor Relations section of our website at www.ezcorp.com.

Role of Management

The Committee receives data regarding compensation trends, issues and recommendations from management.

Members of management, including our Chief Executive Officer, our Chief Human Resources Officer and our Chief Legal Officer, attend Committee meetings at the invitation of the Committee.

In addition, our Chief Executive Officer provides input on individual performance and recommendations regarding compensation adjustments to the Committee for positions other than his own.

Role of the Independent Compensation Consultant

Pursuant to its charter, the Committee has the sole authority to retain, terminate, obtain advice from, oversee and compensate its outside advisors, including its compensation consultant.

The Company has provided appropriate funding to the Committee to do so.

For the past several years, the Committee has retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent executive compensation consultant.

None of our management participated in the Committee's decision to retain Pearl Meyer.

Pearl Meyer reports directly to the Committee, and the Committee may replace Pearl Meyer or hire additional consultants at any time.

Pearl Meyer communicates with, and attends meetings of, the Committee as requested.

The Committee monitors Pearl Meyer’s independence on a regular basis and believes that Pearl Meyer is independent in providing executive compensation consulting services to the Committee.

During fiscal 2019, Pearl Meyer, among other things, advised the Committee on the principal aspects of our executive compensation program, updated the Committee on evolving best practices, and provided market information and analysis regarding the competitiveness of our program design and award values.

Benchmarking and Peer Group Data

In order to attract and retain the best executives for key management positions, we target our compensation plans to approximate the 75th percentile of the competitive marketplace.

The Committee believes that this competitive positioning is appropriate in order for us to attract and retain the caliber of executives required to deliver exceptional operational and financial results over time.

To attract and retain the best executives for key management positions, we provide compensation opportunities that are competitive based on peer group and survey data.

We do not target any specific pay percentile for our executive officers.

It is important to note, however, that the majority of pay opportunities for our top executives are incentive-based and that actual realizable compensation is heavily dependent upon actual Company results.

See “Executive Compensation Philosophy and Program Design” above.

Failure to achieve targeted results will result in realized compensation being below the 75th percentile, and perhaps below the market median.

Conversely, our incentive compensation programs provide opportunities for

compensation to exceed the 75th percentile if specified objectives are achieved at targeted levels or higher.

Failure to achieve targeted results could result in realized compensation being below the competitive benchmarks.

Conversely, our incentive compensation programs provide opportunities for compensation to exceed the competitive benchmarks if specified objectives are achieved at targeted levels or higher.

The Committee believes that actual realizable compensation for our top executives is well aligned with our performance.

While the Committee does not set compensation levels for our executive officers based solely on survey or peer group benchmarks, the Committee does regularly refer to external benchmarking data in its deliberations in order to ensure that the pay opportunities offered to our executives are appropriate in light of our performance relative to our peers.

The Committee regularly asks Pearl Meyer to conduct a competitive compensation review for our executive officers in order to benchmark compensation.

Data in the Pearl Meyer study were collected from several sources, including published compensation surveys and peer company proxy statements.

Pearl Meyer delivered its fiscal 2019 executive compensation report to the Committee in November 2018 in connection with the Committee’s review and evaluation of executive compensation programs and levels for fiscal 2019.

While the Committee does not set compensation levels for our executive officers based solely on survey or peer group benchmarks, the Committee does regularly refer to external benchmarking data in its deliberations to ensure that the pay opportunities offered to our executives are appropriate in light of our performance relative to our peers.

The Committee asks its independent compensation consultant to conduct an annual competitive compensation review to benchmark compensation for our executive officers.

Pearl Meyer & Partners, LLC (“Pearl Meyer”), the Committee’s previous independent compensation consultant, delivered its fiscal 2020 executive compensation report to the Committee in November 2019 in connection with the Committee’s review and evaluation of executive compensation programs and levels for fiscal 2020.

For that report, Pearl Meyer collected competitive pay data for a peer group of 12 publicly traded companies.

This group was revised from the fiscal 2018 peer group of 17 companies to better reflect the Company’s size and overall business mix.

Only one publicly traded, direct business competitor, FirstCash, Inc., exists in the marketplace.

There is only one publicly traded company in the marketplace with which we directly compete, FirstCash, Inc.

As a result, the Committee uses a set of similarly sized companies from relevant industries that serve similar customer bases, operate in the retail or consumer finance industries and typically have similar operating dynamics as the Company.

The Committee believes this approach appropriately reflects the diverse labor market for executive talent that the Company competes in and presents a reasonable reference for evaluating the competitiveness of the Company’s executive compensation levels and practices.

The Committee believes this approach appropriately reflects the diverse labor market for executive talent that we compete in and presents a reasonable reference for evaluating the competitiveness of our executive compensation levels and practices.

The fiscal 2020 peer group consisted of the following companies.

Primary Business

Specialty Retail

Cardtronics Plc

Consumer Finance — Fintech

Specialty Retail

Consumer Finance

This is the same peer group that was used for the fiscal 2019 review and analysis.

Peer Company Stock Symbol Primary Business

AAN Home Furnishing Retail

Cardtronics Plc CATM Data Processing and Outsourced Services — Fintech

CONN Computer and Electronics Retail

Enova ENVA Consumer Finance

First Cash, Inc.

Consumer Finance — Pawn Operator

Francesca’s Holdings Corporation

Specialty Retail

Consumer Finance

FCFS Consumer Finance — Pawn Operator

Francesca’s Holdings Corporation FRAN Apparel Retail

goeasy LTD EHMEF Consumer Finance

H&R Block, Inc.

Consumer Services

HRB Specialized Consumer Services

MoneyGram International, Inc.

Consumer Finance — Fintech

MGI Data Processing and Outsourced Services — Fintech

Regional Management Corp.

Consumer Finance

World Acceptance Corporation

Consumer Finance

Specialty Retail

When the peer group was approved by the Committee, the Company was within an appropriate range of the peers across the primary scoping metrics used to evaluate the peer group.

RM Consumer Finance

World Acceptance Corporation WRLD Consumer Finance

ZUMZ Apparel Retail

When the peer group was approved by the Committee, the Company was within an appropriate range of the peers across the primary scoping metrics used to evaluate the peer group, as shown in the following table:

Scoping Metric Peer Group Range ($ in millions) Company Positioning (percentile)

Total revenues $4,252 – $353 33%

Total assets $4,527 – $188 46%

Number of employees 17,000 – 1,100 78%

Market capitalization $5,560 – $226 24%

To supplement peer group data, Pearl Meyer also provided data from a review of published compensation surveys.

Survey data reflected compensation rates across a broad group of general industry companies with revenues of approximately $1 billion.

Survey data reflected compensation rates across a broad group of general industry companies with revenues comparable to ours.

Using a survey sample in combination with peer group data (along with the practice of reviewing market quartiles, as opposed to averages) mitigates the impact of outliers, year-over-year volatility of compensation levels and the risk of selection bias.

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Pearl Meyer’s fiscal 2020 executive compensation review was substantially consistent with the previous year’s review and generally concluded:

The overall total direct compensation at target levels for the Company’s executives falls within range of the market 75 th percentile (i.e., +/- 10% of the 75th percentile), with base salaries and total target cash generally above the market 75th percentile and long-term incentive values generally falling between the market median and the 75th percentile.

The Company is well-aligned with peers in terms of balancing reward opportunity and relative risk/difficulty of realization.

The average mix of pay for the Company’s executives is more heavily weighted toward incentive-based pay than the market average, with CEO pay in particular being more heavily performance-based than peer company CEO.

The Company’s target short-term incentive opportunities as a percent of salary are generally above the market median, although the upside leverage in the Company’s short-term incentive programs is below typical market practice, resulting in a maximum total cash opportunity for the Company’s executives that falls just above the market 75th percentile.

The Company’s long-term incentive program design is more conservative than market practice due to (a) use of 100% performance-based equity vs.

• Base salaries are generally aligned with the market 75th percentile and annual cash incentive opportunities are generally above the 75th percentile, but long-term incentive values fall below the market median, bringing total direct compensation for our executives, at target levels, within the 50th and 75th market percentiles overall (87% of the 75th percentile on average).

• The average mix of pay for our executives is more heavily weighted toward performance-based incentive pay than the market average, with CEO pay in particular being more heavily performance-based than peer company CEOs.

• Our target short-term incentive opportunities as a percent of salary are generally above the market median, although the upside leverage in our short-term incentive programs is below typical market practice, resulting in a maximum total cash opportunity for our executives that falls just above the market 75th percentile.

• Our long-term incentive program design is more conservative than market practice due to (a) use of 100% performance-based equity vs.

a significant time-vested component at most peer companies and (b) payouts capped at 100% of target vs.

typical practice of providing maximum opportunities of 150% to 200% of target.

Further, the Company’s equity grants generally cliff-vest at the end of a three-year performance period rather than the more typical pro rata vesting on an annual basis.

The mix of total direct compensation for the Company’s CEO is more heavily performance-based than peers and more heavily weighted toward short-term cash compensation, which places a relatively greater emphasis on producing short-term success.

• The mix of total direct compensation for our CEO is more heavily performance-based than peers and more heavily weighted toward short-term cash compensation, which places a relatively greater emphasis on producing short-term success.

Pearl Meyer observed, however, that the CEO’s overall compensation included a significant long-term component providing balance and longer-term retention value.

The mix of total direct compensation for the Company’s other executives is similar to the market average in terms of balance between short-term and long-term, but the Company’s programs place more emphasis on performance-based pay (short-term and long-term incentive opportunities) relative to the market average.

Summary of Fiscal 2019 Compensation Actions

Program Design — For fiscal 2019, the Committee approved a limited number of plan design changes for the Company’s executive compensation programs.

Changed for Fiscal 2019

Short-term incentive compensation plan

No changes to plan design

Company EBITDA performance continues to align with objective in our long-term strategic plan and correlates strongly with Total Shareholder Return.

Long-term incentive plan

Performance metrics changed from 100% EBITDA to 50% adjusted net income and 50% adjusted earnings per share

Diversifies the performance metrics between short- and long-term plans and better aligns management’s long-term incentives with shareholder interests.

Routine Compensation Approvals — The Committee also took the following compensation-related actions for fiscal 2019 (all of which are discussed in more detail below):

Base salaries — The Committee determined that base salaries for the executive officers would be held flat for fiscal 2019 compared to fiscal 2018.

Annual incentive bonuses — At the beginning of the year, the Committee approved a short-term incentive (STI) bonus plan that established challenging business performance goals, including consolidated EBITDA (exclusive of the impact of Cash Converters International) of $109.8 million, a 20% increase over the reported EBITDA for fiscal 2018.

The approved plan provided for separate performance calculations and payouts of each different business unit, all subject to a “Company Performance Gate,” which was set at $93.3 million of consolidated EBITDA.

Recognizing that discrete non-operational items could negatively impact the Company’s reported financial results, the plan gave the Committee the right to make such discretionary EBITDA adjustments in calculating the STI payouts as it deemed appropriate.

At the end of the year, the Committee determined that consolidated EBITDA for fiscal 2019 (taking into account adjustments that it considered appropriate) was $100.6 million.

The approved EBITDA adjustments included the impairments and income/loss from operations of Cash Converters International (excluded per plan design);

new business development costs;

search fees and additional costs for new members of our board of directors;

the exclusion of net income from acquisitions not included in the operating plan at the beginning of the year;

and other items deemed outside management’s control.

Based on the approved adjusted EBITDA, the Committee approved corporate-level STI bonus payout at 70% of target and business unit payouts of 85% for U.S.

Pawn, 0% for Empeño Fácil, 58% for GPMX, and 0% for CASHMAX (based on the EBITDA performance of each business unit).

Long-term incentives — At the beginning of the year, the Committee approved long-term incentive (LTIP) awards that are 100% subject to performance-based vesting, contingent on the achievement of sustained earnings growth (measured by the annual growth rate in adjusted net income and adjusted diluted earnings per share).

Awards vest based on performance measured at the end of a three-year performance period.

At the end of the year, the Committee approved the vesting of LTIP awards that had been granted at the beginning of fiscal 2017 based on the Company’s adjusted EBITDA performance over the three-year performance period (average annual growth in adjusted EBITDA of 10% or greater), which applied to 80% of the awards, and the reduction in long-term debt over the performance period ($100 million or less of Net Long-Term Debt), which applied to the remaining 20% of the awards.

Executive Chairman — The Committee, after consultation with Pearl Meyer, approved the following compensation arrangements for Phillip E.

Cohen in connection with his appointment as Executive Chairman in September 2019:

Base salary of $1,500,000 per year.

Incentive compensation opportunity of $1,500,000 per year, awarded in the form of cash-settled phantom stock units (“Units”) tied to the trading price of the Company’s Class A Non-Voting Common Stock, as follows:

Award — At the beginning of a fiscal year (the “Performance Year”), the number of Units awarded will be determined by dividing $1,500,000 by the stock price at the close of the immediately preceding fiscal year.

Vesting — The awarded Units will vest at the end of the Performance Year so long as the “Company Performance Gate” under the Company’s STI plan for the Performance Year has been achieved.

The Company Performance Gate is the level of performance (generally measured in terms of adjusted EBITDA) needed to achieve any payout under the STI plan.

Even if the Company Performance Gate is achieved, the Committee in its discretion may reduce the number of Units that vest based upon the Committee’s evaluation of Mr.

Cohen’s performance during the Performance Year against Key Performance Indicators (KPIs).

Payout — The vested Units will be paid out in two installments.

The first installment will be paid as soon as practicable after the end of the Performance Year and will be an amount of cash equal to 50% of the vested Units multiplied by the stock price at the end of the Performance Year.

The second installment will be paid out at the end of the next fiscal year and will be an amount of cash equal to 50% of the vested Units multiplied by the stock price at that time.

In its evaluation of the appropriate compensation arrangement for Mr.

Cohen in the position of Executive Chairman, the Committee considered a variety of data, analyses and advice from Pearl Meyer.

That data included competitive market data regarding the level and mix of executive chairman pay relative to CEO pay at companies that had both positions.

Pearl Meyer collected publicly reported data from similarly-sized financial services companies that reported compensation associated with an executive chairman, as well as survey data for the position of executive chairman from other similarly-sized companies.

Based upon its analysis of the market data, Pearl Meyer advised the Committee that total compensation for the Executive Chairman that was at or near 50% of the total compensation for the CEO would yield Executive Chairman total compensation that was below the 75th percentile of the competitive marketplace, which is where the Company generally targets its executive pay.

In addition to the quantum of total compensation for Mr.

Cohen in the Executive Chairman role, the Committee also considered the mix of pay (fixed vs.

variable, short-term vs.

long-term) and the form of payment (cash vs.

equity-linked).

After studying a variety of choices, the Committee concluded that a total compensation package with a higher portion of fixed pay compared to the market data was appropriate given the primarily advisory nature of Mr.

Cohen’s expected contributions.

The Committee did believe, however, that a significant variable, performance-based component should be an essential element of Mr.

Cohen’s compensation package in keeping with our executive program design principles.

The Committee ultimately determined that specifically identified, strategic goals are appropriate and structured an incentive opportunity that may pay out at target level (but not in excess of target level) only if the Committee determines at the end of the fiscal year that Mr.

Cohen has met or exceeded the performance expectations.

The Committee also believed that, generally, Mr.

Cohen should not receive an incentive bonus payout if the Company as a whole has not achieved a level of performance that would result in the minimum payout under the management STI bonus plan;

however, it reserved the discretion to award long-term incentive in the case of extraordinary accomplishment in furthering achievement of the Company’s strategic plan.

The Committee believed, and Pearl Meyer recommended, that Mr.

Cohen’s incentive awards should be tied to stockholder value.

Therefore, the Committee structured the incentive opportunity to be awarded in the form of phantom stock units that, if

earned, will be paid out in cash over a two-year period, with the amount of each payout being tied to the trading price of the Company’s Class A Non-Voting Common Stock on each payout date.

Cohen’s base salary for fiscal 2019 was prorated from the date of appointment until September 30, 2019 (approximately $78,000).

At the time of appointment, the Committee indicated that it may consider an incentive opportunity of up to $750,000 for fiscal 2019 based on an assessment of Mr.

Cohen’s overall contributions (including Company-related activities in which Mr.

Cohen has been engaged prior to his appointment as Executive Chairman).

Following the end of the year, the Committee reviewed Mr.

Cohen’s contributions and approved the payment of a cash bonus of $525,000, or 70% of the incentive opportunity, consistent with the 70% corporate-level performance modifier approved under the STI plan applicable to management.

Chief M&A and Strategic Funding Officer — At the time Mr.

Cohen was appointed Executive Chairman, Mr.

Given resigned from his position as Executive Chairman and a member of the Board of Directors and assumed the executive officer position of Chief M&A and Strategic Funding Officer.

Again with input from Pearl Meyer regarding market compensation for comparable positions, the Committee approved a continuation of Mr.

Given’s base salary ($600,000 per year), but approved reductions in Mr.

Given’s STI bonus target (from 125% of base salary to 100% of base salary) and LTIP awards (from 150% of base salary to 100% of base salary).

The reductions in STI and LTIP target levels reduce Mr.

Given’s total target compensation by approximately 20% and place his target levels in-line with the other direct reports to the CEO (prior to the fiscal 2020 reductions noted below).

Components of Compensation

• The mix of total direct compensation for our other executives is similar to the market average in terms of balance between short-term and long-term, but our programs place more emphasis on performance-based pay (short-term and long-term incentive opportunities) relative to the market average.

Components of Compensation and Fiscal 2020 Executive Compensation Actions

Our executive compensation program consists of four main elements:

base salaries, short-term cash incentive opportunities, long-term incentive opportunities (generally paid in the form of equity awards) and other benefits, including healthcare and retirement benefits.

Each of these components is discussed in more detail below, along with the significant compensation actions that were taken during or immediately following fiscal 2020.

To place those actions in context, it is necessary to understand how the COVID-19 pandemic adversely affected the Company’s business during fiscal 2020 and how that adverse effect impacted the Company’s executive compensation program, particularly the incentive compensation components.

Consideration of the Impact of COVID-19

As discussed in “Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Impact of COVID-19,” we began to see the impact of COVID-19 on our business operations in mid-March when governments started to implement various restrictive measures to contain and slow the spread of the virus.

Those measures included mandated closures of non-essential businesses, travel advisories, cancellation of public events, shelter-in-place orders and social distancing and density restrictions.

Those measures, and the general public response to the pandemic, created massive unemployment and other economic fallout.

In response to that fallout, in late March, Congress enacted the CARES Act, which provided $2.2 trillion of economic stimulus.

Although we have been successful in keeping most of our stores open through the pandemic, operating as essential businesses, the adverse impact of the global pandemic, including customer behavior in response to the government stimulus actions, has been severe.

That impact started in mid-March when we began to see a decline in pawn loan originations and associated loan balances in both the U.S.

and Latin America.

In the early weeks of the pandemic, the financial impact of the decline in pawn loans outstanding (PLO) was largely offset by a strong increase in merchandise sales, but the precipitous decline in PLO continued through May 2020.

PLO balances remained relatively flat at depressed levels until July 2020 and then started to rebuild in August 2020.

Increases in pawn service charge (PSC) revenue generally lags the growth in the loan portfolio, with the result that PSC revenue (and related profitability) was significantly depressed through the end of the year.

Consequently, fiscal 2020 can best be described as a financial year that consisted of two distinct halves:

a first half (from October through March) that was largely on track to achieve the financial plan for the year;

and a second half (from March through September) defined by actions developed to manage the impact of the COVID-19 pandemic and position the Company for success once the pandemic subsided.

The actions taken by management demonstrated the Company’s resilience, while negative financial results in the second half, principally due to the unprecedented decline in PLO balances, overwhelmed the positive results of the first half and resulted in the Company’s significantly missing all of its financial targets for the year.

It is important to note that fiscal 2020 financial performance has an impact on all incentive programs that include fiscal 2020 as one of the performance years.

These programs include not only the fiscal 2020 short-term incentive bonus program, but also the following outstanding long-term incentive awards:

• Fiscal 2014 award — A six-year award that was granted to Mr.

Given in fiscal 2014 in connection with his joining the Company as an executive.

The last 25% of the award (75,000 shares) was scheduled to vest on September 30, 2020, subject to achievement of cumulative EBITDA growth targets.

Fiscal 2020 was the last year of the six-year performance period.

• Fiscal 2018 awards — Three-year awards that were granted to executive officers and key employees in December 2017.

The awards were scheduled to vest on September 30, 2020, subject to achievement of cumulative EBITDA growth targets.

Fiscal 2020 was the last year of the three-year performance period.

• Fiscal 2019 awards — Three-year awards that were granted to executive officers and key employees in December 2018.

These awards are scheduled to vest on September 30, 2021, subject to achievement of cumulative net income and EPS growth targets.

Fiscal 2020 was the second year of the three-year performance period.

• Fiscal 2020 awards — Intended to be three-year awards that vest on September 30, 2022, with fiscal 2020 being the first year of the three-year performance period.

As discussed below, the terms of these awards were not finalized before the onset of the global pandemic, and they were never issued.

As a result of the adverse impact of the COVID-19 pandemic, the specified financial performance targets for fiscal 2020 were not achieved, and due to the severity of the impact, the specified financial performance targets for any performance period that includes fiscal 2020 were negatively impacted.

Nevertheless, the Committee considered it to be fair and equitable to consider the exogenous nature of the COVID-19 pandemic and the effectiveness of management’s response.

In evaluating management’s overall performance during fiscal 2020, the Committee noted the following:

• Before the onset of the COVID-19 pandemic (i.e., through the first half of fiscal 2020), the Company was on track to achieve the EBITDA performance target specified in the fiscal 2020 STI plan and the EBITDA growth targets

specified in the fiscal 2014 LTI award and the fiscal 2018 awards, and was within 97% of the on-track net income and EPS growth targets specified in the fiscal 2019 LTI awards.

• During the second half of the performance year, management implemented and executed a number of initiatives, some of which were in direct response to the COVID-19 pandemic.

Those initiatives and accomplishments included the following:

◦ Management was successful in having our business deemed an “essential business,” which resulted in our being able to keep virtually all of our U.S.

and Mexico stores open throughout the pandemic.

◦ Management implemented a comprehensive COVID-19 response framework designed to protect the health and safety of our customers and Team Members.

◦ Management tested innovative solutions to counter the impact of the pandemic, including curbside pawn to address in-store density restrictions and provide a more convenient alternative for customers and digital marketing strategies to attract more customers.

In addition, we made progress toward tests for online shopping to provide customers a shopping experience with a reduced physical interaction and for Buy Now-Pay Later to promote sales.

◦ Management refocused our corporate strategy on our core pawn businesses in the U.S.

and Latin America, with an emphasis on store-level operating performance and return on invested capital.

◦ Beginning in July and continuing to date, management has significantly right-sized the Company’s cost base, with particular focus on the Executive Committee and Corporate Support Office, where more than $12 million in annualized costs have been eliminated.

◦ Management has strengthened the overall effectiveness of the team by restructuring positions, reducing overall size and ensuring that the right people are in the right roles at all levels of the Company.

◦ Management has rolled out a new pawn operating model, which seeks to provide a better balance of assets by improving the overall return on earning assets (ROEA) and net revenue across the U.S.

and Latin America.

This new model is designed to significantly improve lending practices at the loan counter and increase inventory turns, which will yield benefits in cash flow, net revenue, earnings and ROEA across the store base.

◦ The Company continues to pursue attractive acquisition opportunities in both the U.S.

◦ The Company maintains a strong balance sheet and liquidity position.

◦ Management has established a fiscal 2021 budget within a business recovery framework, which the Company will execute with a right-sized organization.

Our primary objective with respect to base salary levels is to provide sufficient fixed cash income to retain and attract experienced leaders in a competitive market for executive talent.

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The following table shows, for each Named Executive Officer, the base salaries that were in effect for fiscal 2020 and 2019:

Named Executive Officer

Fiscal 2019 Base Salary

Named Executive Officer Fiscal 2020 Base Salary

Fiscal 2019 Base Salary

DeBenedictus (a)

DeBenedictus’ annual base salary was increased from $350,000 to $425,000 effective November 1, 2017, and therefore, the amount of base salary paid to Mr.

DeBenedictus during fiscal 2018 was $418,750.

Like the other Named Executive Officers, he received no base salary increase for fiscal 2019.

In November 2019, the Committee determined that the base salaries for the Named Executive Officers would again be held flat for fiscal 2020.

Consequently, the fiscal 2020 base salary for each of the continuing Named Executive Officers will be the same as the base salary for fiscal 2019, as shown in the table above.

Kulas (1) $ 850,000 $ — —%

Jugmans (2) $ 370,000 $ 228,769 62%

Cohen $ 1,500,000 $ 1,500,000 —%

Given $ 600,000 $ 600,000 —%

$ 410,000 $ 410,000 —%

Grimshaw (3) $ 1,000,000 $ 1,000,000 —%

Chism (4) $ 450,000 $ 450,000 —%

(1) Amount shown represents the annualized base salary paid to Mr.

Kulas in his role as Chief Executive Officer.

Kulas joined the Company as President and Chief Financial Officer on February 28, 2020 and was paid an annualized base salary of $700,000 in that role.

He was promoted to Chief Executive Officer effective July 6, 2020.

Jugmans was appointed Interim Chief Financial Officer effective September 1, 2020, and the fiscal 2020 amount shown represents the annualized base salary paid to Mr.

Jugmans in that role.

Prior to such appointment, Mr.

Jugmans was Vice President of Finance, Treasury and M&A, and the fiscal 2019 amount shown represents the annualized base salary paid to him in that role.

Grimshaw relinquished his position as Chief Executive Officer effective July 6, 2020.

The fiscal 2020 amount shown represents the annualized base salary being paid to Mr.

Grimshaw at that time.

Chism’s employment with the Company was terminated effective February 28, 2020.

The fiscal 2020 amount show represents the annualized base salary being paid to Mr.

Chism at that time.

As indicated in the table above, the Committee, in December 2019, determined that the base salaries for all executive officers, including the Named Executive Officers, should be held flat for fiscal 2020, and no base salary increases were approved at that time.

Kulas joined the Company as President and Chief Financial Officer in February 2020, management recommended, and the Committee approved, a base salary of $700,000.

This amount was the product of the negotiations with Mr.

Kulas and reflected Mr.

Kulas’ public company executive experience and the broader role he was expected to have within the Company.

Kulas was promoted to Chief Executive Officer in July 2020, the Committee approved a base salary increase to $850,000, a 21% increase over his base salary as President and Chief Financial Officer.

The Committee considered this increase to be an appropriate reflection of the increase in duties and responsibilities inherent in the Chief Executive Officer role.

Jugmans was appointed Interim Chief Financial Officer effective September 1, 2020.

At that time, the Company promoted certain individuals into executive officer positions.

In each case, management recommended, and the Committee approved, base salary increases that reflected the increased roles and responsibilities and were aligned with the market.

In November 2020, the Committee determined that the base salaries for all executive officers, including the continuing Named Executive Officers, would be held flat for fiscal 2021.

Consequently, the fiscal 2021 base salary for each of the continuing Named Executive Officers (Mr.

Given and Mr.

Welch) will be the same as the base salary for fiscal 2020 as shown in the table above.

Annual Short-Term Incentive

Our executive officers, as well as other key team members, are eligible to participate in our annual Short-Term Incentive Compensation Plan (“STI”).

The annual cash bonus opportunities offered to participants in the plan are designed to provide a powerful performance incentive contingent upon participants' contributions toward achievement of annual corporate and business unit financial results, as well as personal objectives that are tied to our strategic goals.

For fiscal 2019, the incentive opportunity for each executive officer was a function of a designated target amount (stated as a percentage of base salary) and a business performance modifier ranging from 0% to 150% based on the achievement of specified EBITDA-based performance goals.

Our executive officers, as well as other key Team Members, are eligible to participate in our annual Short-Term Incentive Compensation Plan, which is designed to provide a powerful performance incentive contingent upon participants' contributions toward achievement of annual corporate and business unit financial results, as well as personal objectives that are tied to our strategic goals.

In December 2019, the Committee approved a short-term incentive (STI) incentive compensation plan for fiscal 2020 that was substantially identical to the fiscal 2019 plan (i.e., payouts of 0% to 150% based on achievement of specified levels of EBITDA), believing that EBITDA performance continues to align with the objectives of our long-term strategic plan and correlates strongly with total shareholder return.

The incentive opportunity for each executive officer was a function of a designated target amount (stated as a percentage of base salary) and a business performance modifier ranging from 0% to 150% based on the achievement of specified EBITDA-based performance goals.

For participants in a specific business unit, the performance goal was based on that business unit’s achievement of specified levels of EBITDA.

For other corporate-level participants, the performance goal was based on the Company’s achievement of specified levels of consolidated EBITDA ranging from $93.3 million to $126.3 million.

The overall plan was subject to a “Company Performance Gate,” such that no STI bonuses would be paid to any participant if the Company did not achieve the minimum level of EBITDA required for a corporate-level payout, regardless of the EBITDA achieved by specific business units.

This calculation provided the maximum bonus opportunity for each executive,

with the final payout amount being subject to an evaluation of the executive’s individual performance.

For other corporate-level participants, the performance goal was based on the Company’s achievement of specified levels of consolidated EBITDA (excluding the impact of our investments in Cash Converters International and RDC) ranging from $86.6 million to $112.1 million.

The overall plan was subject to a “Company Performance Gate,” such that no participant would receive a payment if the Company did not achieve the minimum level of EBITDA required for a corporate-level payout, regardless of the EBITDA achieved by specific business units.

This calculation provided the maximum payout opportunity for each executive, with the final payout amount subject to an evaluation of the executive’s individual performance.

Individual performance is evaluated in terms of achievement of individual goals and specific accomplishments, but individual performance modifiers cannot exceed 100%.

In calculating EBITDA, the Committee is permitted to make adjustments for special or extraordinary events or circumstances if the Committee, in its discretion, considers it appropriate to do so.

The following table sets forth the fiscal 2019 STI bonus target (stated as a percentage of base salary) for each of the Named Executive Officers, all of whom were subject to the corporate-level performance goal based on consolidated EBITDA:

Named Executive Officer

Fiscal 2019 Target Amount (as a % of base salary)

In November 2019, the Committee noted that, based on the Company’s financial results for fiscal 2019, the Company had achieved consolidated EBITDA of $54.5 million.

The Committee considered and approved adjustments (both positive and negative) that were designed to exclude the impact of special or extraordinary events that are beyond the control of management.

The Committee determined that, with those adjustments, EBITDA for purposes of calculating the fiscal 2019 STI bonus payouts was $100.6 million and, based on that performance, confirmed the consolidated business performance modifier for the fiscal 2019 STI to be 70%.

Taking into account the individual performance modifiers, the Committee approved the payouts for the Named Executive Officers as indicated in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table below.

Those amounts were calculated as follows:

Named Executive Officer

Target Amount

Target Opportunity

Business Performance Modifier (a)

Actual Award Earned

Grimshaw and Mr.

Given, 100% of their Target Opportunity is subject to the Business Performance Modifier.

For each of the other Named Executive Officers, 50% of the Target Opportunity is subject to reduction based on the Individual Performance Modifier and then the Business Performance Modifier is applied to the resulting Target Opportunity.

The Individual Performance Modifiers for Mr.

Rotunda and Mr.

DeBenedictus were recommended by the Chief Executive Officer and approved by the Compensation Committee.

The Chief Executive Officer’s recommendations were based on his subjective evaluation of each executive's performance during the year relative to the Company's performance as a whole, with the expectation that only extraordinary performance would merit a 100% Individual Performance Modifier.

Given’s participation during fiscal 2019 is prorated at 100% of his Target Opportunity tied to the Business Performance Modifier from October 1, 2018 through September 12, 2019, when he assumed the position of Chief M&A and Strategic Funding Officer.

In his new role, 50% of his Target Opportunity is subject to reduction based on the Individual Performance Modifier and then the Business Performance Modifier is applied to the resulting Target Opportunity.

In November 2019, the Committee approved the STI plan for fiscal 2020.

The fiscal 2020 STI plan contains the same design elements as the fiscal 2019 plan.

Upon management’s recommendation, however, the Committee approved reductions in the Target Amount percentages for certain executive officers.

These reductions are part of management’s overall plan to reduce administrative expenses going forward.

For fiscal 2020, the Target Amount percentages for each of the continuing Named Executive Officers will be as follows:

Grimshaw, 225%;

The following table sets forth the fiscal 2020 STI target (stated as a percentage of base salary) for each of the Named Executive Officers, all of whom were subject to the corporate-level performance goal based on consolidated EBITDA:

Named Executive Officer Fiscal 2020 Target Amount (as a % of base salary)

Kulas (1) 150%

Jugmans (2) 60%

Cohen (3) 100%

Given (4) 75%

Stuart Grimshaw 225%

(1) The percentage shown represents Mr.

Kulas’ STI target in his role as Chief Executive Officer.

Kulas joined the Company as President and Chief Financial Officer in February 2020, the terms of his offer set his STI target percentage at 125% and guaranteed a minimum payout of $875,000.

Half of that guaranteed amount was delivered in the form of a restricted stock award (90,768 shares) that vests on the one-year anniversary of Mr.

Kulas’ start date (February 28, 2021).

Kulas was promoted to Chief Executive Officer in July 2020, his STI target percentage was increased to 150%, although the guaranteed minimum was not changed.

The actual target amount for fiscal 2020 will be the product of proration reflecting his time spent in each role.

(2) The percentage shown represents Mr.

Jugmans’ STI target in his role as Interim Chief Financial Officer.

Prior to his appointment as Interim Chief Financial Officer effective September 1, 2020, Mr.

Jugmans STI target percentage was 50%.

The actual target amount for fiscal 2020 will be the product of proration reflecting his time spent in each role.

Cohen, in his role as Executive Chairman, is not a participant in the STI plan, but is subject to a separate incentive opportunity specified in the terms of his employment.

Pursuant to those terms, he has the opportunity to earn a bonus payout of up to 100% of his base salary.

See “Executive Chairman Incentive Award” below.

(4) The percentage shown represents the STI target approved for Mr.

Given at the beginning of the year.

Effective September 1, 2020, Mr.

Given was promoted to Chief Strategy, M&A and Funding Officer, assuming additional responsibilities principally related to Company strategy, and his STI target was increased to 100%.

The actual target amount for fiscal 2020 will be the product of proration reflecting his time spent in each role.

Due to the severe impact of the COVID-19 pandemic during the second half of the performance period, the “Company Performance Gate” under the fiscal 2020 STI plan was not achieved, and therefore, no payouts under that plan were earned (other than the guaranteed minimum amount for Mr.

However, in light of management’s COVID-response initiatives taken to position the Company for future success as the COVID crisis subsides, as described above, the Committee approved discretionary cash bonuses that were significantly reduced from the original plan for eligible participants.

The amount of the discretionary bonus for each executive officer was based on an evaluation of that executive’s individual performance and ranged from 40% to 60% of the original STI target amounts.

The following table sets forth, for each Named Executive Officer, the amount of the discretionary bonus approved, compared with the amount that would have been received had the fiscal 2020 STI plan paid out at target:

Named Executive Officer Individual Performance Modifier Discretionary Bonus Award Target STI Payout

Kulas (1) — $ 875,000 $ 970,086

Jugmans 60% $ 73,923 $ 123,209

Cohen (2) 60% $ 700,775 $ 1,167,956

Given 60% $ 277,377 $ 462,295

55% $ 135,300 $ 246,000

Kulas joined the Company as President and Chief Financial Officer in February 2020, the terms of his offer guaranteed a minimum payout of $875,000.

Half of that guaranteed amount was delivered in the form of a restricted stock award (90,768 shares) that vests on the one-year anniversary of Mr.

Kulas’ start date (February 28, 2021).

The remaining half ($437,500) will be paid in cash at the time the discretionary bonuses are paid to the other executive officers.

Cohen’s bonus payout was calculated as described below under “Executive Chairman Incentive Award.” One-half of the amount shown ($350,390) will be paid in cash at the time the discretionary bonuses are paid to the other executive officers.

The remaining one-half ($350,385) represents an estimate of the amount that will be paid on September 30, 2021.

The actual amount paid on that date may be more or less than $350,385, depending on the trading price of the Class A Common Stock at the time.

See “Executive Chairman Incentive Award” below.

The Committee continues to consider the design framework for the fiscal 2021 STI plan, which will likely retain many design elements from the fiscal 2020 plan, such as payouts ranging from 0% to 150% depending on the achievement of specified levels of EBITDA.

The target amount percentages for each of the continuing Named Executive Officers will remain unchanged from fiscal 2020 as follows:

Jugmans, 60%;

Long-Term Incentives

General — Long-term incentive compensation, in the form of performance-based equity awards, is a key component in our executive compensation program, helping to encourage long-term commitment, shareholder alignment and long-term performance orientation.

General — Long-term incentive (LTI) compensation, in the form of performance-based equity awards, is a key component in our executive compensation program, helping to encourage long-term commitment, shareholder alignment and long-term performance orientation.

The value of equity awards over time bears a direct relationship to the price of our shares and the returns experienced by our stockholders.

These awards are made under the EZCORP Long-Term Incentive Plan (“LTIP”).

All of our executive officers are eligible to receive equity incentive awards.

Since fiscal 2016, we have structured our long-term incentive compensation program to place greater emphasis on long-term performance that enhances stockholder value.

many of our peers who have a significant time-vested component to their long-term awards, 100% of our long-term incentive awards are subject to performance-based vesting.

In order to further emphasize the long-term nature of these awards, 100% of the LTIP awards vest at the end of a three-year performance period, rather than a prorated vesting each year during the performance period.

The Committee believes this structure incentivizes and rewards longer term vision and strategies and provides a balance to the Company’s short-term programs, which tend to be focused on annual performance.

Grant frequency — The Committee considers new LTIP grants for all executives every year, although we do not necessarily grant new equity to all executives every year.

The frequency of LTIP grants and the amount of equity awards granted in a given year are based in part upon an assessment of past equity awards still outstanding at the time new grants are to be made.

LTIP awards may be made at any time as determined by the Committee, and the grant price for accounting purposes is generally the closing trading price on the date the award is approved.

The annual LTIP awards, however, are intended to incentivize performance over the full designated performance period.

We structure our LTI compensation program to place greater emphasis on long-term performance that enhances stockholder value.

Unlike many of our peers that have a significant time-based vesting component to their long-term awards, 100% of our LTI awards are subject to performance-based vesting.

To further emphasize the long-term nature of these awards, 100% of the LTI awards vest at the end of a three-year performance period, rather than a prorated vesting each year during the performance period.

The Committee believes this structure incentivizes and rewards longer-term vision and strategies, and provides a balance to our short-term programs, which are focused on annual performance.

Grant frequency — The Committee considers new LTI grants for all executives each year.

LTI awards may be made at any time as determined by the Committee, and the grant price for accounting purposes is generally the closing trading price on the date the award is approved.

The annual LTI awards, however, are intended to incentivize performance over the full designated performance period.

Therefore, the Committee considers it appropriate to use the stock price at the beginning of the performance period in determining the number of shares or units to be granted, even though the awards may be approved by the Committee at a later date.

In the Committee’s view, this methodology, consistently applied, neutralizes the stock price as a factor impacting the timing of awards.

Fiscal 2019 LTIP awards — In November 2018, the Committee considered and approved significant changes in the LTIP plan design for fiscal 2019 to better align management’s incentives with measures that shareholders consider to be reflective of long-term value creation.

Specifically, the Committee replaced the EBITDA-based performance measure used for several years with two equally-weighted performance measures — one based on net income and the other based on diluted earnings per share (EPS), with both measures subject to adjustments designed to eliminate certain non-cash income and expense items, the impact of foreign currency fluctuations and, at the discretion of the Committee, other items or events beyond management’s control.

The approved awards consist of restricted stock units that vest at the end of a three-year performance period (September 30, 2021) based on the following performance metrics:

the vesting of 50% of the units is subject to achieving specified adjusted net income growth targets, and the vesting of 50% of the units is subject to achieving specified adjusted diluted EPS growth targets.

The specified performance metrics provide for vesting of either 0% (Below Threshold), 50% (Threshold) or 100% (Target) of the units, depending on the level of performance on each respective metric;

there is no “kicker” for over-performance, and no more than 100% of the units will vest in any event.

There is no interpolation for performance between Threshold and Target;

thus, performance between Threshold and Target results in 50% vesting for each metric.

The number of units awarded to each recipient was a function of a multiple of the recipient’s base salary divided by $10.70 (the closing trading price of the Class A Common Stock on September 28, 2018, the last trading day of the preceding fiscal year).

The following table shows the approved fiscal 2019 LTIP awards for the Named Executive Officers:

Named Executive Officer

Percent of Base Salary

Number of Units

Fiscal 2020 LTIP Awards — In November 2019, the Committee approved the size of fiscal 2020 LTIP awards (expressed as a percent of base salary) for each participant in the fiscal 2020 LTIP program.

Upon management’s recommendation, the Committee approved reductions in the percentage of base salary used to compute the number of units awarded to certain executive officers.

These reductions are part of management’s overall plan to reduce administrative expenses going forward.

For fiscal 2020, the LTIP award for each of the continuing Named Executive Officers will be based on the following percentages of base salaries:

Grimshaw, 200%;

The Committee has not yet finalized the overall structure of the fiscal 2020 LTIP awards, including the specific vesting and performance criteria.

Fiscal 2020 LTI awards — At the beginning of fiscal 2020, the Committee considered a number of plan design changes for the fiscal 2020 LTI awards, but ultimately decided to use an award design that was substantially similar to the fiscal 2019 awards (i.e., 0%, 50% or 100% vesting based on achievement of specified levels of net income and EPS growth).

Before the fiscal 2020 awards were finalized, however, both management and the Committee recognized that further consideration of the terms of the awards was appropriate in light of the onset of the COVID-19 pandemic and the potential impact to our business performance.

Accordingly, no LTI awards were issued in fiscal 2020.

See “Replacement of Fiscal 2020 LTI Awards” below for a discussion of replacement awards that were granted after the close of fiscal 2020.

Vesting of fiscal 2014 and fiscal 2018 LTI awards — The outstanding fiscal 2014 and fiscal 2018 awards were scheduled to vest on September 30, 2020, subject to the achievement of specified EBITDA growth rates over the designated performance period (six years, in the case of the fiscal 2014 awards, and three years in the case of the fiscal 2018 awards).

These awards were on track to achieve the specified performance target as of March 30, 2020 (11/12ths of the performance period, in the case of the fiscal 2014 awards, and 5/6ths of the performance period, in the case of the fiscal 2018 awards).

In addition, the award agreements governing these awards permit certain specified discretionary adjustments in determining whether the EBITDA growth performance targets have been achieved.

Because these awards had substantially achieved their stated performance targets and in light of the strong performance of management in response to the COVID-19 pandemic and the substantial actions taken to position the Company for future success as the COVID crisis subsides, as described above, the Committee, in November 2020, acknowledged the level of achievement of the specified performance targets prior to the global pandemic and used its permitted discretion to approve the vesting of a portion of these awards (11/12ths in the case of the fiscal 2014 awards, and 5/6ths in the case of the fiscal 2018 awards).

This decision resulted in the vesting of the following number of shares for the Named Executive Officers:

Named Executive Officer (1) LTI Award Original Award Number of Units Vested

Jugmans Fiscal 2018 13,926 11,605

Given Fiscal 2014 75,000 68,750

Fiscal 2018 94,737 78,948

Fiscal 2018 43,158 35,965

(1) At the time he relinquished his position as Chief Executive Officer in July 2020, Mr.

Grimshaw held a fiscal 2014 award covering 100,000 shares and a fiscal 2018 award covering 315,789 units.

Those awards were forfeited and terminated under the terms of his Transition Employment Agreement.

See “Exit Arrangements for Former Chief Executive Officer” below.

At the time of the termination of his employment in February 2020, Mr.

Chism held a fiscal 2018 award covering 47,368 units.

That award was forfeited and terminated in connection with his termination of employment.

Modification of Fiscal 2019 LTI Awards — As noted above, the negative fiscal 2020 financial results caused by the COVID-19 pandemic also impacted the outstanding fiscal 2019 LTI awards.

These three-year awards were issued in December 2018 and are scheduled to vest on September 30, 2021, subject to the achievement of specified net income and EPS growth targets.

end of fiscal 2019 (the first year of the three-year performance period), these awards were within 95% of the on-track net income target and 99% of the on-track EPS target.

With the impact of the COVID-19 pandemic beginning in March 2020, however, the on-track targets for fiscal 2020 were not met and the impact on fiscal 2021 financial results is expected to be even more severe.

Consequently, it is now clear that the three-year performance targets will not be met by the end of fiscal 2021.

Because these awards had substantially achieved their stated performance targets through the first 18 months of the performance period and in light of the strong COVID-response performance through the second year of the performance period, the Committee decided in November 2020 to modify the terms of these awards as follows:

• For each award, only 5/6ths of the total units will be available to be earned, which acknowledges the fact that, through the first two years of the three-year performance period, these awards were on track for 18 months and off-track for six months.

• Vesting of the awards will be subject to achieving a new performance target based on fiscal 2021 bottom line performance, as follows:

• If the specified base target is achieved, then 60% of the available units will vest;

• If actual bottom line performance equals or exceeds a more challenging “stretch” target, then the remaining 40% of the available units will vest;

• If actual performance falls between the base target and the stretch target, then the vesting percentage will be interpolated between 60% and 100% of the available units.

Because the vesting of these awards in accordance with their original terms was made impossible by the COVID-19 pandemic, the Committee believes that it is fair and equitable to give management an opportunity to earn some portion of the awards through future performance measured against challenging goals.

Consequently, the Committee believes that this modification is appropriate and will serve to motivate the management team to exceed fiscal 2021 performance targets, which will position the Company to achieve a robust three-year plan.

Due to the difficulty in forecasting the business and setting appropriate performance targets in the current challenging environment, the Committee will retain the discretionary authority to adjust the specified base and stretch targets, up or down, based on macro conditions and economic outlook.

The following table shows, for each continuing Named Executive Officer, the number of fiscal 2019 units originally awarded in December 2018, as well as the number of units that will be available for vesting subject to achievement of the performance targets described above.

Named Executive Officer (1) Original Award Available for Vesting

Jugmans 12,828 10,690

Given 84,111 70,093

38,317 31,932

(1) At the time he relinquished his position as Chief Executive Officer in July 2020, Mr.

Grimshaw held a fiscal 2019 award covering 280,373 units.

That award was forfeited and terminated under the terms of his Transition Employment Agreement.

See “Exit Arrangements for Former Chief Executive Officer” below.

At the time of the termination of his employment in February 2020, Mr.

Chism held a fiscal 2019 award covering 42,056 units.

That award was forfeited and terminated in connection with his termination of employment.

Replacement of Fiscal 2020 LTI Awards — As noted above, the terms of the fiscal 2020 LTI awards were not finalized prior to the onset of the COVID-19 pandemic, and thus, no LTI awards were issued in fiscal 2020.

With the current practice of issuing awards that have a three-year vesting cycle, the fiscal 2020 awards would have been available for vesting at the end of fiscal 2022.

The Committee considers long-term incentive awards to be an integral part of the Company’s overall executive compensation program, and realizes that, without an LTI opportunity that potentially vests at the end of fiscal 2022, we would have a gap in the long-term incentive award structure.

Consequently, the Committee has determined that it is appropriate to grant new LTI awards that, in effect, replace the fiscal 2020 awards but that are available for vesting at the end of fiscal 2022.

In November 2020, the Committee approved the issuance of fiscal 2020 replacement awards on the following terms:

• The number of units granted to each participant was equal to the number of units the participant would have received had the fiscal 2020 awards been granted.

That number was determined by dividing the participant’s LTI target amount (based on a percentage of base salary) by $6.46, the trading price of our Class A Non-Voting Common Stock at the beginning of fiscal 2020.

• Vesting is subject to performance measured against specified net income targets.

The Committee considers net income to be the long-term shareholder value metric against which management should be measured, as it reflects the scaling of profitability in a fiscally robust way.

Net income takes into account the full bottom-line performance and growth of the Company, including a prudent capital structure;

it is the metric that primarily drives our stock price, closely aligning management’s interests with those of our shareholders;

it is one of the three primary financial goals in the Company’s new “Strategic Goals and Measures” framework;

and it is less susceptible to manipulation, as EPS often is with debt-financed share buybacks that potentially put financial position at risk.

• Performance will be measured over the next two years (fiscal 2021 and fiscal 2022).

The number of units awarded are allocated equally between the two years, with each year measured separately.

Vesting for each year will be determined as follows:

◦ If actual performance is 80% of the performance target for the year, then 50% of the units allocated to that year will be “banked”;

◦ If actual performance is 100% or more of the performance target, then 100% of the units allocated to that year will be “banked”;

◦ For actual performance that falls between 80% and 100% of the performance target, the percentage of units banked will be interpolated between 50% and 100%.

Each year will stand on its own, and any units allocated to a year that are not banked at the end of the year will be forfeited.

• At the end of the performance period (i.e., the end of fiscal 2022), the aggregate number of banked units will vest for those participants who remain employed at that time.

• Again reflecting the difficulty in forecasting the business and setting appropriate performance targets in the current challenging environment, the Committee will retain discretionary authority to adjust the performance target for fiscal 2021, up or down, based on macro conditions and economic outlook.

The following table shows the approved fiscal 2020 replacement LTI awards for the continuing Named Executive Officers (other than Mr.

Cohen, who is subject to a separate incentive program and is not eligible for LTI awards):

Named Executive Officer Percent of Base Salary Number of Units

Kulas (1) 150% 129,517

Jugmans (2) 50% 17,706

Given (2) 80% 74,303

(2) 80% 50,773

Kulas’ LTI target percentage was 100% when he joined the Company as President and Chief Financial Officer in February 2020, and was increased to 150% when he was promoted to Chief Executive Officer in July 2020.

The Number of Units awarded was calculated by prorating the target amounts based on time in each position (assuming an October 1, 2019 start date), and then dividing the result by $6.46, the closing trading price of our Class A Common Stock on September 30, 2019.

(2) The Percent of Base Salary and Number of Units shown represent the amounts that would have been used at the beginning of fiscal 2020 had the fiscal 2020 awards been issued at that time.

Fiscal 2021 LTI Awards — The Committee continues to consider the design framework for the fiscal 2021 LTI awards, and thus, no fiscal 2021 LTI awards have yet been issued.

The Committee has determined, however, that number of units that will be awarded to each participant once the terms are finalized will be determined by dividing the participant’s LTI target amount (based on a percentage of base salary) by $5.03, the trading price of our Class A Non-Voting Common Stock on September 30, 2020.

The following table shows the number of fiscal 2021 LTI awards for the continuing Named Executive Officers (other than Mr.

Cohen, who is subject to a separate incentive program and is not eligible for LTI awards):

Named Executive Officer Percent of Base Salary Number of Units

Kulas 150% 253,479

Jugmans 80% 58,847

Given 100% 119,284

Executive Chairman Incentive Award

As Executive Chairman, Mr.

Cohen has an incentive compensation opportunity of $1,500,000 per year (100% of base salary), awarded in the form of cash-settled phantom stock units (“Units”) tied to the trading price of the Company’s Class A Common Stock, as follows:

• Award — At the beginning of a fiscal year (the “Performance Year”), the number of Units awarded will be determined by dividing $1,500,000 by the stock price at the close of the immediately preceding fiscal year.

• Vesting — The awarded Units will vest at the end of the Performance Year so long as the “Company Performance Gate” under the Company’s STI plan for the Performance Year has been achieved.

The Company Performance Gate is the level of performance (generally measured in terms of adjusted EBITDA) needed to achieve any payout under the STI plan.

Even if the Company Performance Gate is achieved, the Committee in its discretion may reduce the number of Units that vest based upon the Committee’s evaluation of Mr.

Cohen’s performance during the Performance Year against Key Performance Indicators (KPIs).

Conversely, if the Company Performance Gate is not achieved, the Committee in its discretion may choose to vest some or all of the Units based an evaluation of Mr.

Cohen’s performance against the specified KPIs.

• Payout — The vested Units will be paid out in two installments.

The second installment will be paid out at the end of the next fiscal year and will be an amount of cash equal to 50% of the vested Units multiplied by the stock price at that time.

At the beginning of fiscal 2020, Mr.

Cohen received 232,198 Units, which was calculated by dividing the bonus opportunity ($1,500,000) by $6.46, the closing price of the Class A Non-Voting Common Stock on September 30, 2019.

At the end of the year, the Committee noted that the Company Performance Gate under the fiscal 2020 STI plan was not achieved.

However, the Committee reviewed Mr.

Cohen’s accomplishments during the year (including his counsel, advice and contributions to the formulation and development of the Company’s strategic plan;

his contributions to the identification and development of acquisition and investment opportunities;

and his involvement in the formulation and execution of the Company’s financing strategy) and determined that vesting 60% of the Units would be an appropriate reward to recognize those accomplishments.

This percentage also aligned with the discretionary bonus percentages that were approved for other members of management.

See “Components of Compensation — Annual Short-Term Incentive” above.

Consequently, in November 2020, the Committee approved the vesting of 139,319 Units.

Under the terms of Mr.

Cohen’s incentive opportunity, 50% of those vested Units (or 69,660 Units) are to be paid out currently based on a per-Unit value of $5.03 (the closing price of the Class A Common Stock on September 30.

2020), which translates to a cash payout of $350,390.

The remaining 50% of the Units (69,659 Units) will be paid out at September 30, 2021 based on the closing price of the Class A Non-Voting Common Stock at that time.

Supplemental Executive Retirement Plan

We provide selected executives, including all of the Named Executive Officers, with a non-qualified Supplemental Executive Retirement Plan (“SERP”) in order to offset some of the negative impacts of the highly paid executive contribution limitations applicable to our 401(k) retirement savings plan.

We provide selected executives with a non-qualified Supplemental Executive Retirement Plan (“SERP”) to offset some of the negative impacts of the highly paid executive contribution limitations applicable to our 401(k) retirement savings plan.

For fiscal 2020, the Committee approved contributions to the SERP for each of the executive officers equal to 10% of base salary.

This resulted in the following contributions to the SERP for each of the

Named Executive Officers:

Named Executive Officer

Fiscal 2019 SERP Contribution

In November 2019, the Committee approved fiscal 2020 contributions to the SERP equal to 10% of base salary for each of the executive officers, including the continuing Named Executive Officers.

This resulted in the following contributions to the SERP for each of the Named Executive Officers:

Named Executive Officer Fiscal 2020 SERP Contribution

Given $ 60,000

Grimshaw (4) $ 100,000

Chism (5) $ 45,000

Kulas joined the Company as an executive in February 2020 and was not eligible for SERP contributions until October 1, 2020.

Jugmans is not eligible for SERP at this time.

Cohen is not eligible for SERP contributions.

(4) This amount became part of Mr.

Grimshaw’s vested account balance, which will be available for distribution to Mr.

Grimshaw following the termination of his employment.

(5) This amount, along with other unvested amounts, was forfeited upon the termination of Mr.

Chism’s employment in February 2020.

In November 2020, the Committee approved fiscal 2021 contributions to the SERP equal to 10% of base salary for each of the continuing Named Executive Officers (other than Mr.

Jugmans and Mr.

Those contributions were $85,000 for Mr.

Kulas, $60,000 for Mr.

Given and $41,000 for Mr.

Other Benefits and Perquisites

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The amount of that benefit for the Named Executive Officers is included in the “All Other Compensation” column of the Summary Compensation Table below.

Our executives who come to the U.S.

from other countries find it difficult to secure automobile leases because of their visa status.

To assist with this difficulty, the Company has either purchased or leased automobiles on behalf of certain of our expatriate executive officers and then leased or released the automobiles to the executives.

We do not consider these arrangements to be compensatory, as the leases to the executives are designed to reimburse the Company the full costs associated with these arrangements.

Clawback Policy

The Board of Directors retains the right to seek reimbursement (clawback) of incentive compensation (whether cash or equity) from any executive officer who has, in the Board’s determination, violated Company policies or otherwise engaged in intentional misconduct that, in either case, caused a material restatement of financial results

Anti-Hedging Policy

The Company maintains a policy prohibiting the trading of derivatives or “short-selling” Company stock by members of the Board of Directors, executive officers or any other persons associated or affiliated with the Company (through employment, contractual relationship or otherwise) who are designated from time to time by the Board of Directors.

Exit Arrangements for Former Chief Executive Officer

On November 14, 2020, we entered into a Transition Employment Agreement with Stuart I.

Grimshaw, our former Chief Executive Officer.

The agreement, which became effective on November 21, 2020, sets forth the terms and conditions of Mr.

Grimshaw’s employment as special adviser and his ultimate separation from employment with the Company.

The terms of the agreement were reviewed and approved by the Committee.

Under the terms of the Agreement, Mr.

Grimshaw’s employment as special advisor will continue for three years unless earlier terminated pursuant to the provisions of the Agreement.

As compensation for services as special advisor, we will pay Mr.

Grimshaw an aggregate of $800,000 as follows:

$200,000 was paid on the effective date of the Agreement;

$225,000 was paid on November 30, 2020;

$225,000 will be paid on December 31, 2020;

and $50,000 per year will be paid over the three-year term of the agreement.

In addition, we will pay Mr.

Grimshaw $1 million in the form of salary continuation over the one-year period commencing on the effective date of the agreement.

This amount represents the contractual severance arrangement that was part of Mr.

Grimshaw’s terms of employment as Chief Executive Officer.

The agreement specifies that Mr.

Grimshaw will not receive any other payout under the fiscal 2020 STI plan or any payments in lieu thereof (other than the payments described above) and that he will forfeit all of the LTI awards that were outstanding at the time he relinquished the position of Chief Executive Officer in July 2020 (covering 696,162 shares of Class A Non-Voting Common Stock in the aggregate).

The Agreement contains customary release provisions pursuant to which Mr.

Grimshaw releases the Company from any and all claims and demands.

It also specifies that Mr.

Grimshaw will continue to be subject to non-competition and non-solicitation restrictions during the term of the Agreement (or, if terminated earlier, for at least one year following the effective date of the Agreement).

The Agreement may be terminated by Mr.

Grimshaw for any reason, and may be terminated by us for cause or if Mr.

Grimshaw accepts certain other employment or engagements.

Executive Compensation Governance and Process

Composition of the People and Compensation Committee

The People and Compensation Committee is comprised of three members — Mr.

Brown and Mr.

Webb — each of whom is an independent director.

See “Part III, Item 10 — Directors, Executive Officers and Corporate Governance — Board of Directors.”

Role of the Committee

The Board of Directors has authorized the Committee to establish the compensation programs for all executive officers and to provide oversight for compliance with our compensation philosophy.

The Committee delegates the day-to-day administration of the compensation plans to management and retains responsibility for ensuring that the plan administration is consistent with our policies.

Annually, the Committee sets the compensation for our executive officers, including objectives and awards under incentive plans.

In addition to overseeing the compensation of our executive officers, the Committee approves all awards under long-term incentive plans for all other team members, and makes recommendations to the Board of Directors on appropriate compensation for the non-employee directors.

The Committee also oversees development of succession plans and corresponding individual development in order to maintain the talent necessary to fulfill our operational and strategic objectives, assesses the effectiveness of our employee programs, and advises senior management with regard to the quality of the workforce to carry out our strategic goals and on overall human resources strategies.

For more information on the Committee's role, see “Part III, Item 10 — Directors, Executive Officers and Corporate Governance — Corporate Governance — Committees of the Board — People and Compensation Committee,” as well as the Committee's charter, which can be found in the Investor Relations section of our website at www.ezcorp.com.

Role of Management

The Committee receives data regarding compensation trends, succession plans, issues and recommendations from management.

Members of management, including our Chief Executive Officer, Chief Human Resources Officer and Chief Legal Officer, attend Committee meetings at the invitation of the Committee.

In addition, our Chief Executive Officer provides input on individual performance and recommendations regarding compensation adjustments to the Committee for executive officer positions other than his own.

Role of the Independent Compensation Consultant

Under its charter, the Committee has sole authority to retain, terminate, obtain advice from, oversee and compensate its outside advisors, including its compensation consultant.

We have provided appropriate funding to the Committee to do so.

For the past several years, the Committee retained Pearl Meyer as its independent compensation consultant.

In March 2020, following an RFP process in which the Committee received and reviewed proposals from a number of providers, the Committee selected and retained Mercer as its independent compensation consultant.

None of our management participated in the Committee's decision to retain Mercer (other than our Chief Human Resources Officer, who, at the request of the Committee, helped facilitate the RFP process, and our Chief Legal Officer, who was present during the Committee’s deliberations).

The Committee’s independent compensation consultant reports directly to the Committee, and the Committee may replace its independent compensation consultant or hire additional consultants at any time.

The Committee’s independent compensation consultant communicates with, and attends meetings of, the Committee as requested.

The Committee monitors the independence of its consultants on a regular basis and believes that Pearl Meyer was, and Mercer is, independent in providing executive compensation consulting services to the Committee.

During fiscal 2020, the Committee’s independent compensation consultant, among other things, advised the Committee on the principal aspects of our executive compensation program, updated the Committee on evolving best practices, and provided market information and analysis regarding the competitiveness of our program design and award values.

Compensation Risk

The Committee continually monitors our general compensation practices, specifically the design, administration and assessment of our incentive plans, to identify any components, measurement factors or potential outcomes that might create an incentive for excessive risk-taking detrimental to the Company.

The Committee has determined that our compensation plans and policies do not encourage excessive risk-taking.

Our executive compensation program provides a balance of short-term and long-term incentives that reward achievement of profitable, consistent and sustainable results.

• Annual incentive compensation tied to achievement of profitable Company or business unit performance (as measured by consolidated and/or business unit EBITDA);

• Meaningful long-term equity incentive opportunities that are 100% performance-based and provide an incentive to deliver long-term growth in stockholder value as a result of sustained earnings growth, prudent balance sheet management or other measures.

We maintain the following policies to mitigate compensation risk:

• Clawback Policy — The Board of Directors retains the right to seek reimbursement (clawback) of incentive compensation (whether cash or equity) from any executive officer who has, in the Board’s determination, violated our policies or otherwise engaged in intentional misconduct that, in either case, caused a material restatement of financial results.

• Anti-Hedging Policy — We maintain a policy prohibiting the trading of “derivative securities” related to, or engaging in “short sales” of, our stock by members of the Board of Directors, executive officers or any other persons associated or affiliated with the Company (through employment, contractual relationship or otherwise) who are designated from time to time by the Board of Directors.

For purposes of the policy, a “derivative security” is any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege at a price related to our stock, or similar securities with a value derived from the value of our stock;

and a “short sale” is any sale of stock that the seller does not own or any sale that is consummated by the delivery of stock borrowed by, or for the account of, the seller.

The Board believes that this policy, by preventing the shifting of the risks of ownership of Company stock, helps to align the interests of management with the interests of the other Company stockholders.

Executive Share Retention Policy

The Board of Directors has adopted stock ownership requirements applicable to the members of the Board of Directors and the executive officers.

• Executive Share Retention Policy — The Board of Directors has adopted stock ownership requirements applicable to the members of the Board of Directors and the executive officers.

Pursuant to those requirements, each non-executive member of the Board of Directors and each executive officer is required to hold a number of shares of Class A Non-Voting Common Stock having a market value equal to the applicable “Required Multiple” of the annual retainer fee (in the case of the non-executive directors) or base salary (in the case of the executive officers).

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Each person subject to the stock ownership requirements is required to hold at least 50% (in the case of the non-executive directors) or 30% (in the case of the executive officers) of each vesting of restricted stock or restricted stock units until the required stock ownership amount is satisfied.

Thereafter, such person can sell shares (subject to the Company’s trading window policy) so long as the required stock ownership amount is maintained.

Thereafter, such person can sell shares (subject to our trading window policy) as long as the required stock ownership amount is maintained.

Because each share of Class B Voting Common Stock is convertible into a share of Class A Non-Voting Common Stock, the shares of Class B Voting Common Stock held by Mr.

Cohen are treated as the equivalent number of shares of Class A Non-Voting Common Stock for purposes of applying the stock ownership requirements.

All directors and executive officers are currently in compliance with the stock ownership requirements.

Other Executive Compensation Matters

Severance — We provide the following severance benefits to our executive officers:

Severance — We provide the following severance benefits to our executive officers (other than Mr.

• Each of our executive officers will receive salary continuation for one year if his or her employment is terminated by the Company without cause.

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The Committee believes that these benefits provide important protection to the executive officers, are consistent with practice of the peer companies and are appropriate for attraction and retention of executive talent.

Restrictive Covenants — Each of the Company's executive officers (other than Mr.

Cohen and Mr.

Wedin), along with other key team members, has entered into a Protection of Sensitive Information, Non-competition and Non-solicitation Agreement, under which the executive is subject to confidentiality and non-disclosure obligations with respect to various categories of proprietary, competitively sensitive and confidential information.

In addition, each such executive has agreed that, for a period of one year following the termination of employment with the Company, he or she will not compete with the Company (within a defined area) and will not solicit the Company's team members or suppliers.

Restrictive Covenants — Each of our executive officers (other than Mr.

Cohen), along with other key team members, has entered into a Restrictive Covenant Agreement under which the executive is subject to confidentiality and non-disclosure obligations with respect to various categories of proprietary, competitively sensitive and confidential information.

In addition, each such executive has agreed that, for a period of one year following the termination of employment with the Company, he or she will not compete with the Compan y (within a defined area) and will not solicit the Company's team members or suppliers.

Compensation Committee Report

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Shelaghmichael Brown

Compensation Risk

The Committee continually monitors the Company's general compensation practices, specifically the design, administration and assessment of our incentive plans, to identify any components, measurement factors or potential outcomes that might create an incentive for excessive risk-taking detrimental to the Company.

The Committee has determined that our compensation plans and policies do not encourage excessive risk-taking.

Our executive compensation program provides a balance of short-term and long-term incentives that reward achievement of profitable, consistent and sustainable results.

Annual incentive compensation tied to achievement of profitable Company or business unit performance (as measured by consolidated and/or business unit EBITDA);

Meaningful long-term equity incentive opportunities that are 100% performance-based and provide an incentive to deliver long-term growth in stockholder value as a result of sustained earnings growth, prudent balance sheet management or other measures.

Compensation Committee Interlocks and Insider Participation

Given (who served as a member of the Compensation Committee until April 11, 2019) is also an executive officer of the Company.

The other persons who served as members of the Compensation Committee during fiscal 2019 (Mr.

The persons who served as members of the Compensation Committee during fiscal 2020 (Ms.

Lagos and Mr.

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See “Part III, Item 11 — Executive Compensation — Compensation Discussion and Analysis” for a description of how we determined the Named Executive Officers.

Name and Principal Position

Non-Equity Incentive Plan Compensation (3)

All Other Compensation (4)

Name and Principal Position Fiscal Year Salary

(1) Bonus Stock Awards (2) Non-Equity Incentive Plan Compensation (3) All Other Compensation (4) Total

Chief Executive Officer

Chief Financial Officer

Given (5) (6)

Chief M&A and Strategic Funding Officer

Chief Operating Officer

Mark DeBenedictus (8)

Chief Customer Experience Officer

2020 $ 424,808 $ — $ 683,878 $ 437,500 $ 56,455 $ 1,602,641

2019 — — 91,334 — 40,000 131,334

2018 — — — — — —

Interim Chief Financial Officer

2020 236,374 73,923 — — 5,646 315,943

2019 237,250 — 117,761 47,241 6,183 408,435

2018 220,096 — — 82,191 5,663 307,950

Executive Chairman

2020 1,500,000 350,390 — — 21,028 1,871,418

2019 — — — — — —

2018 — — — — — —

Chief Strategy, M&A and Funding Officer

2020 600,000 277,377 — — 82,200 959,577

2019 600,000 — 772,148 519,534 81,372 1,973,054

2018 600,000 — 1,110,886 787,500 153,588 2,651,974

Chief Legal Officer and Secretary

2020 410,000 135,300 — — 69,570 614,870

2019 425,769 — 351,750 177,581 68,858 1,023,958

2018 410,000 — — 274,444 77,664 762,108

Stuart Grimshaw (5)

Former Chief Executive Officer

2020 1,000,000 — — — 121,538 1,121,538

2019 1,000,000 — 2,573,824 1,750,000 381,200 5,705,024

2018 1,000,000 — 3,702,943 2,625,000 175,811 7,503,754

Former Chief Financial Officer

2020 192,115 — — — 506,623 698,738

2019 450,000 — 386,074 126,000 70,497 1,032,571

2018 450,000 — 461,838 302,400 80,587 1,294,825

(1) The amounts shown under “Salary” reflect the gross amounts of base salary paid to each of the Named Executive Officers during the fiscal years so noted.

The fiscal 2020 amounts for Mr.

Chism and Mr.

DeBenedictus reflect the number of days during the fiscal year that he was employed by the Company.

DeBenedictus, the amount shown under All Other Compensation for fiscal 2017 includes the amounts we paid to him as a consultant prior to the start of his employment.

See the table under “Other Benefits and Perquisites — All Other Compensation” below.

Kulas include amounts paid to him in the role of President and Chief Financial Officer (February 28, 2020 to July 6, 2020) and Chief Executive Officer (from July 6, 2020).

(2) Amounts represent the aggregate grant date fair value of restricted stock or restricted stock unit awards, computed in accordance with FASB ASC 718-10-25.

See Note 10 of Notes to Consolidated Financial Statements included in “Part II, Item 8 — Financial Statements and Supplementary Data.” The actual value realized by the Named Executive Officer with respect to stock awards will depend on whether the award vests and, if it vests, the market value of our stock on the date the stock is sold.

The fiscal 2020 amount shown for Mr.

Kulas includes $112,116 related to a restricted stock award that he received as a director before joining the Company as an executive.

For a description of these awards, see the “Grant of Plan-Based Awards” table under “Incentive Plan Based Awards” below.

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See “Compensation Discussion and Analysis — Components of Compensation — Annual Incentive Bonuses” above.

The fiscal 2020 amount for Mr.

Kulas represents the minimum fiscal 2020 STI payout that was guaranteed when Mr.

Kulas joined the Company as President and Chief Financial Officer in February 2020.

(4) Amounts include the cost of providing various perquisites and personal benefits, as well as the value of our contributions to the company-sponsored 401(k) plan and Supplemental Executive Retirement Plan.

Kulas, amounts include fees that were paid to him in his capacity as a non-employee director prior to his joining the Company as an executive in February 2020.

For detail of the amounts shown for each Named Executive Officer, see the table under “Other Benefits and Perquisites — All Other Compensation” below.

Grimshaw and Mr.

Kulas and Mr.

Given also serve on the board of directors of Cash Converters International Limited, with Mr.

Grimshaw serving as non-executive chairman.

The director fees paid to them by Cash Converters International Limited for fiscal 2019, fiscal 2018 and fiscal 2017 were as follows:

Grimshaw, $119,678, $129,329 and $129,538, respectively;

Given, $66,879, $72,272 and $81,009, respectively.

Kulas serving as non-executive chairman.

Until August 28, 2020, Mr.

Grimshaw served as non-executive chairman of Cash Converters International Limited, when he was replaced by Mr.

The director fees paid to each of them by Cash Converters International Limited were as fo llows:

Giv en, approximately $70,000 each year;

Gri mshaw, approximately $130,000 each year .

These amounts are not included in the Summary Compensation Table, as they were paid by Cash Converters International Limited, which is not controlled by EZCORP.

Given served as Executive Chairman of the Board until September 12, 2019, when he resigned from the Board of Directors and assumed the executive officer position of Chief M&A and Strategic Funding Officer.

Rotunda retired from the Company effective October 4, 2019.

DeBenedictus became an executive officer effective May 2017.

The 2017 Salary amount includes the salary we paid to Mr.

DeBenedictus during fiscal 2017.

The amounts shown under All Other Compensation for fiscal 2017 represent the amounts we paid to Transform Technology Services, a business and advisory firm wholly-owned by Mr.

DeBenedictus, pursuant to consulting agreements between the Company and such firm.

DeBenedictus left the Company effective December 1, 2019.

CEO Pay Ratio

We are providing the following information about the relationship of the annual total compensation of our team members and the annual total compensation of Mr.

Grimshaw, our Chief Executive Officer (“CEO”).

We selected September 30, 2019 as our determination date, and as of that date, our consolidated subsidiaries employed approximately 6,800 team members, with

approximately 3,700 team members based in the U.S., approximately 3,000 team members based in Latin America and the remainder based in other jurisdictions.

We selected gross wages for fiscal 2019 as the most appropriate measure of compensation for identifying our median team member and applied this measure consistently across our team member population.

The following information sets forth our calculation of the ratio between the annual total compensation of Jason A.

Kulas, our Chief Executive Officer, and the annual total compensation of our median Team Member (“CEO Pay Ratio”).

Kulas’ total annual compensation for fiscal 2020 was $1,987,833.

That number is derived from the numbers set forth in the Summary Compensation Table above, except that we annualized the the base salary to $850,000 and excluded the amount of director fees we paid to Mr.

Kulas prior to his joining the Company as an executive in February 2020.

• Our median Team Member’s total annual compensation for fisca l 2020 was $13,878, consisting of gross annual wages, bonuses, retirement contributions and other benefits.

• Based on those numbers, our CEO Pay ratio for fiscal 2020 is 143:1.

Kulas joined the Company four months into the fiscal year and then was promoted to CEO three-quarters through the fiscal year, the total compensation number shown in the Summary Compensation Table is not necessarily indicative of Mr.

Kulas’ typical total annual compensation for a full year as CEO.

Kulas’ total annual compensation, when considering base salary, short-term and long-term incentives at target levels and typical other compensation, is approximately $3,500,000.

When using that number, our CEO Pay Ratio is 252:1.

Our CEO Pay Ratio is based on the following methodology:

• We are using the same median Team Member for our fiscal 2020 CEO Pay Ratio calculation as we used in fiscal 2019, as there have been no changes in employee population or compensation arrangements that would result in a significant change to our pay ratio disclosure.

• When we identified our median Team Member last year, we selected gross wages as the most appropriate measure of compensation and applied that measure consistently across our Team Member population.

Gross wages generally include salary and wages (regular, hourly and overtime), commissions and bonuses.

We annualized the compensation of all permanent full-time and part-time team members who were hired during fiscal 2019.

We applied an end-of-period exchange rate as of September 30, 2019 to convert all applicable Latin American and other currencies into U.S.

We have not included any cost of living adjustments.

We calculated the median team member’s annual total compensation in accordance with the rules used to calculate the CEO’s compensation included in the Summary Compensation Table above.

We annualized the compensation of all permanent full-time and part-time team members who were hired during the year.

• We calculated the median Team Member’s total annual compensation in accordance with the rules used to calculate the CEO’s compensation included in the Summary Compensation Table above.

• Using this methodology, we determined that our median Team Member was a full-time store manager located in Mexico where Team Member wages are significantly lower than in the U.S.

The identified median team member had annual total compensation of $14,416, comprised of gross annual wages, bonuses, retirement contributions and other.

For fiscal 2019, the annual total compensation of our CEO was $5,705,024 , comprised of the various components described in the Summary Compensation Table above.

Based on our CEO’s annual total compensation compared to the compensation for the median team member, our estimated CEO pay ratio is 396:1.

This ratio is influenced by a number of factors, including the geographic distribution of our team members, the mix of hourly vs.

salaried team members and compensation trends.

As a result of these and other variables, we do not believe comparisons to the CEO pay ratios of other companies are likely to be meaningful.

In calculating CEO pay ratios, companies are permitted to adopt a variety of methodologies, apply certain exclusions and make reasonable estimates and assumptions reflecting their unique employee populations.

Therefore,our CEO Pay Ratio, as described above, may not be comparable to CEO pay ratios reported by other companies due to differences in industries and geographical dispersion of employees, as well as the different estimates, assumptions and meth odologies applied by other companies in calculating their CEO pay ratios.

Incentive Plan Based Awards

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Estimated Future Payouts Under

Non-Equity Incentive Plan Awards (1)

Estimated Future Payouts Under

Equity Incentive Plan Awards (2)

Grant Date Fair Value (3)

DeBenedictus (5)

Non-Equity Incentive Plan Awards (1) Estimated Future Payouts Under

Equity Incentive Plan Awards (2) Grant Date Fair Value (3)

Name Grant Date Threshold Target Maximum Threshold Target Maximum

Kulas 2/28/2020 $ 875,000 $ 970,086 $ 1,455,129 $ — $ — $ — $ —

Jugmans 12/2/2019 61,603 123,205 184,808 — — — —

Cohen 12/2/2019 1,500,000 1,500,000 1,500,000 — — — —

Given 12/2/2019 231,148 462,295 693,443 — — — —

12/2/2019 123,000 246,000 369,000 — — — —

Stuart Grimshaw 12/2/2019 1,125,000 2,250,000 3,375,000 — — — —

Chism 12/2/2019 135,000 270,000 405,000 — — — —

(1) These amounts represent the potential payouts under the fiscal 2020 Short-Term Incentive Compensation Plan.

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(2) These amounts represent the fiscal 2020 awards under the Long-Term Incentive Plan.

See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above.

The “Target” amount is the number of units that will vest if the specified performance goals are achieved at the target level.

The “Threshold” amount reflects the number of units that will vest if the minimum performance goals are achieved for both the net income and EPS growth targets.

No more than 100% of the Target number of units will vest;

therefore, the “Maximum” amount is the same as the Target amount.

Each unit represents the right to receive one share of Class A Common Stock upon vesting.

The terms of the fiscal 2020 awards were never finalized, and thus, no fiscal 2020 awards were ever made.

As discussed in “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above, the People and Compensation Committee has approved replacement awards, and these awards will be shown as fiscal 2021 Equity Incentive Plan awards.

(3) Represents the estimated grant date fair value of fiscal 2020 equity awards, assuming payout at “Target” level.

This is the estimated amount of aggregate compensation cost we expect to recognize over the performance period, determined as of the grant date.

This is th e estimated amount of aggregate compensation cost we expect to recognize over the performance period, determined as of the grant date.

See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above.

Rotunda retired from the Company effective October 4, 2019.

Under the terms of Mr.

Rotunda’s LTIP award, Mr.

Rotunda will retain these units subject to the applicable vesting provisions.

DeBenedictus left the Company effective December 1, 2019.

In connection with his termination of employment, the Company agreed that he will retain a pro rata portion (one-third) of his unvested LTIP award subject to the applicable vesting provisions.

The following table sets forth certain information about outstanding stock awards held by the Named Executive Officers as of the end of fiscal 2020.

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Outstanding Equity Awards at Fiscal Year-End

Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested (1)

DeBenedictus (8)

Name Award Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested (1)

Kulas 3/2/2020 90,768 (2) $ 456,563

Jugmans 12/11/2018 12,828 (3) 64,525

12/12/2017 13,926 (4) 70,048

Given 12/11/2018 84,112 (3) 423,083

12/12/2017 94,737 (4) 476,527

2/1/2016 75,000 (4) 377,250

12/11/2018 38,317 (3) 192,735

12/12/2017 43,158 (4) 217,085

Stuart Grimshaw 12/11/2018 280,373 (5) 1,410,276

12/12/2017 315,789 (5) 1,588,419

2/1/2016 100,000 (5) 503,000

Chism — (6) —

(1) Market value is based on the closing price of our Class A Common Stock on September 30, 2020, the last market trading day of fiscal 2020 ($5.03).

These awards are scheduled to vest on September 30, 2021 subject to the attainment of specified net income and EPS growth objectives.

See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above.

These awards are scheduled to vest on September 30, 2020 subject to the attainment of specified EBITDA growth objectives.

See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above.

These awards vested on November 21, 2019 when the Compensation Committee certified that the applicable performance objectives (based on EBITDA growth) had been achieved.

(2) These awards are scheduled to vest on February 28, 2021, the one-year anniversary of Mr.

Kulas’ joining the Company as President and Chief Financial Officer.

(3) These awards are scheduled to vest on September 30, 2021 subject to the achievement of specified net income targets.

See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above.

Vesting of these awards is subject to the attainment of specified EBITDA growth objectives through September 30, 2020.

These awards vest through fiscal 2020 in specified amounts if the per-share trading price of our Class A Common Stock achieves specified levels ranging from $15 to $80.

Rotunda’s long-term incentive awards contain a special term providing for the continued vesting (rather than forfeiture) of all unvested awards in accordance with their terms (including corporate-level performance criteria) upon voluntarily retirement from his executive position with the Company, which occurred effective October 4, 2019.

DeBenedictus left the Company effective December 1, 2019, and in connection with his termination of employment, the Company agreed that he will retain a pro rata portion of his unvested LTIP awards (two-thirds in the case of the fiscal 2018 award and one-third in the case of the fiscal 2019 award) with such retained portions being subject to vesting in accordance with their terms (including corporate-level performance criteria).

(4) A portion of these awards (5/6ths in the case of the awards granted in 2017, and 11/12ths in the case of the award granted in 2016) vested on December 14, 2020 following approval by the People and Compensation Committee.

See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives — Vesting of Fiscal 2014 and Fiscal 2018 LTI Awards” above.

The remainder of these awards were forfeited as of such date.

(5) These awards were forfeited upon execution of Mr.

Grimshaw’s Transition Employment Agreement in November 2020.

(6) All of Mr.

Chism’s outstanding awards were forfeited upon the termination of his employment in February 2020.

The following table sets forth, with respect to each of the Named Executive Officers, certain information about restricted stock vesting during fiscal 2020:

Named Executive Officer

Number of Shares Acquired on Vesting

Value Realized on Vesting (1)

Named Executive Officer Number of Shares Acquired on Vesting Value Realized on Vesting (1)

Kulas 24,768 (2) $ 124,583

Jugmans 11,362 (3) 58,969

Given 81,374 (3) 422,331

37,071 (3) 192,398

Stuart Grimshaw 271,248 (3) 1,407,777

(1) Computed using the fair market value of the stock on the date of vesting.

These awards vested on November 13, 2018 (market value, $9.12 per share) and are presented gross, exclusive of net shares withheld to satisfy individual tax withholding obligations.

(2) This award was made to Mr.

Kulas on December 11, 2019 in his capacity as a non-employee director.

It vested on September 30, 2019 (market value, $5.03 per share).

(3) These awards vested on December 3, 2019 (market value, $5.19 per share) and are presented gross, exclusive of net shares withheld to satisfy individual tax withholding obligations.

Other Benefits and Perquisites

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To offset some of the negative impact of these limitations on retirement savings and to encourage retention of key executives, we provide selected executives with a non-qualified Supplemental Executive Retirement Plan (“SERP”), with similar investment alternatives as are available under the 401(k) retirement savings plan.

Company contributions to the SERP are formula-based, reviewed and recommended by management and approved by the Compensation Committee each year.

For fiscal 2019, our annual contributions to the SERP were calculated as a percentage of base salary, with that percentage being 10% for executive officers and 6% for one other employee.

For fiscal 2020, the Company contributions to the SERP will continue at the same rates.

Company contributions to the SERP are formula-based, reviewed and recommended by management and approved by the People and Compensation Committee each year.

For fiscal 2020, our annual contributions to the SERP were calculated as a percentage of base salary as of October 1, 2019, with that percentage being 10% for executive officers and 6% for one other employee.

For fiscal 2021, the Company contributions to the SERP will continue at the same rates for continuing Executive Officers.

Under the terms of the SERP, participants are also allowed to voluntarily defer all or a portion of their salary and bonus payments into the SERP.

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Nonqualified Deferred Compensation

Named Executive Officer

Company Contributions in Fiscal 2019 (1)

Named Executive Officer Company Contributions in Fiscal 2020 (1)

Aggregate Earnings in Fiscal 2020 (2)

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Aggregate Balance at September 30, 2020 (3)

Kulas $ — $ — $ — $ — $ —

Jugmans — — — — —

Cohen — — — — —

Given 60,000 (12,459) — — 492,012

41,000 (18,741) — — 819,999

Stuart Grimshaw 100,000 (30,116) — — 941,210

Chism 45,000 — (173,140) — —

(1) These amounts were included in the Summary Compensation Table above in the column labeled “All Other Compensation.”

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$300,000 for Mr.

Given, $523,504 for Mr.

Welch, $500,000 for Mr.

Grimshaw, $90,000 for Mr.

Chism, $43,750 for Mr.

DeBenedictus (reported in fiscal 2019 when Mr.

DeBenedictus became a Named Executive Officer for the first time for fiscal 2017 and 2018), $240,000 for Mr.

Given and $67,500 for Mr.

All Other Compensation — The following table describes each component of the amounts shown in the “All Other Compensation” column in the Summary Compensation Table above.

Named Executive Officer

Health Care Supplemental Insurance (1)

Value of Supplemental Life Insurance Premiums (2)

Company Contributions to Defined Contribution Plans (3)

Consulting Fees (4)

Housing Allowance

Other Benefits (5)

Named Executive Officer Year Health Care Supplemental Insurance (1) Value of Supplemental Life Insurance Premiums (2) Company Contributions to Defined Contribution Plans (3) Housing Allowance Other Benefits (4) Total

Kulas 2020 $ 12,138 $ 812 $ 3,505 $ — $ 40,000 $ 56,455

2019 — — — — 40,000 40,000

2018 — — — — — —

Jugmans 2020 — 1,392 4,254 — — 5,646

2019 — 1,392 4,791 — — 6,183

2018 — 1,392 4,271 — — 5,663

Cohen 2020 13,896 1,392 5,740 — — 21,028

2019 — — — — — —

2018 — — — — — —

Given 2020 20,808 1,392 60,000 — — 82,200

2019 19,452 1,920 60,000 — — 81,372

2018 29,483 2,088 60,000 62,017 — 153,588

2020 20,808 1,392 47,250 — 120 69,570

2019 19,452 1,920 47,361 — 125 68,858

2018 29,483 2,088 45,973 — 120 77,664

Stuart Grimshaw 2020 13,896 1,392 106,250 — — 121,538

2019 12,984 1,920 104,125 — 262,171 381,200

2018 20,128 2,088 104,750 31,378 17,467 175,811

Chism 2020 8,670 580 47,373 — 450,000 506,623

2019 19,452 1,920 49,125 — — 70,497

2018 29,483 2,088 49,016 — — 80,587

(1) We provide a fully insured supplemental executive medical plan to certain executives, including all of the Named Executive Officers, to cover most healthcare costs in excess of amounts covered by our health insurance plans.

The amounts shown represent the total premiums paid for the supplemental executive medical plan for each of the Named Executive Officers during each of the years presented.

Additionally, in fiscal 2018, from January 1, 2018 through April 30, 2018, the Company carried a fully insured International Medical Plan for certain executives, including all of the Named Executive Officers, and canceled their participation in the group health plan during that time.

Additionally, in fiscal 2018, from January 1, 2018 through April 30, 2018, we carried a fully insured International Medical Plan for certain executives, including all of the Named Executive Officers, and canceled their participation in the group health plan during that time.

The amount shown in 2018 includes these additional premiums paid on behalf of the Named Executive Officers.

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(3) Includes Company contributions to the 401(k) plan and the Supplemental Executive Retirement Plan.

During fiscal 2017, we had a consulting agreement with Transform Technology Services, an business and advisory firm entity wholly-owned by Mr.

DeBenedictus.

The amounts shown represent the amount of consulting fees we paid to such firm pursuant to such consulting agreement prior to Mr.

DeBenefictus becoming an executive officer in May 2017.

(4) The amounts shown as Other Benefits include the following:

Kulas — The amounts shown represent directors fees paid to Mr.

Kulas in his capacity as a non-employee director prior to his joining the Company as an executive in February 2020.

Welch — The amounts shown represent Company-paid subsidy for health club membership.

Grimshaw — The amounts shown represent perquisites and other personal benefits, including relocation benefits and reimbursement of U.S.

taxes incurred in connection with the sale of his principal residence in Sydney, Australia, spousal travel for business-related meetings and Company-paid subsidy for health club membership.

Given — The amount shown represents perquisites and other personal benefits, including spousal and family travel for business-related meetings.

Chism — The amount shown represents severance paid to Mr.

Chism in connection with his termination of employment in February 2020.

Certain Termination and Change-in-Control Benefits — The following is a summary of various agreements that provide for benefits to the Named Executive Officers upon termination of employment or a change-in-control:

• Restricted Stock Award Agreements — The standard restricted stock award agreement pursuant to which we grant restricted stock or restricted stock units to our team members generally provides that vesting is accelerated in the event of the holder’s death or disability.

Rotunda’s voluntarily retirement from his executive position with the Company, which occurred effective October 4, 2019.

SERP Contributions — For all executives (including the Named Executive Officers), any unvested Company contributions to the SERP will vest in the case of death or disability of the participant or a change-in-control.

General severance benefits — We currently provide each of our executive officers with one-year salary continuation if his or her employment is terminated by the Company without cause.

• SERP Contributions — For all executives who participate in the SERP (including the Named Executive Officers), any unvested Company contributions to the SERP will vest in the case of death or disability of the participant or a change-in-control.

• General severance benefits — We currently provide each of our executive officers (other than Mr.

Cohen) with one-year salary continuation if his or her employment is terminated by the Company without cause.

The following table sets forth the amounts of severance or termination benefits that would have been payable to each of the Named Executive Officers upon the occurrence of various events, assuming each of the events occurred on September 30, 2020:

Accelerated Vesting of

Salary Incentive

Bonus Healthcare

Payments Accelerated Vesting of

Stock (1) Accelerated Vesting of

SERP Balance Other

Resignation for Good Reason:

Kulas $ 850,000 $ — $ — $ — $ — $ —

Jugmans 370,000 — — — — —

Cohen — — — — — —

Given 600,000 — — — — —

410,000 — — — — —

Termination Without Cause:

Kulas 850,000 — — — — —

Jugmans 370,000 — — — — —

Cohen — — — — — —

Given 600,000 — — — — —

410,000 — — — — —

Death or Disability:

Kulas — — — 456,563 — —

Jugmans — — — 134,573 — —

Cohen — — — — — —

Given — — — 1,276,860 120,000 —

(2) — — — 409,820 — —

(1) Represents the number of shares subject to accelerated vesting (as described above), multiplied by the closing sales price of the Class A Common Stock on September 30, 2020 ($5.03).

Rotunda was fully vested in his SERP balance as of September 30, 2019.

The Compensation Committee has the authority under our stock-based compensation plans to issue awards with provisions that accelerate vesting and exercisability in the event of a change-in-control.

Welch was fully vested in his SERP account at September 30, 2020.

The People and Compensation Committee has the authority under our stock-based compensation plans to issue awards with provisions that accelerate vesting and exercisability in the event of a change-in-control.

To date, the Committee has not included change-in-control acceleration provisions in any awards.

Unless such provisions were subsequently included, then the only benefit that

would inure to the Named Executive Officers by reason of a change-in-control itself would be the accelerated vesting for SERP contributions (equal to the same benefit as that set forth under “Death or Disability” in the table above).

Unless such provisions were subsequently included, then the only benefit that would inure to the Named Executive Officers by reason of a change-in-control itself would be the accelerated vesting for SERP contributions (equal to the same benefit as that set forth under “Death or Disability” in the table above).

If an executive’s employment was terminated following a change-in-control, then the additional benefits described above would apply, depending on the circumstances of the termination.

Director Compensation

Each non-employee director receives a basic annual retainer fee, with the Lead Independent Director, the chair of the Audit Committee and the chair of the Compensation Committee each receiving an additional amount.

During fiscal 2019, the basic annual retainer fee was $80,000, and additional amounts paid to the chair of the Audit Committee, the chair of the Compensation Committee and the chair of the Nominating Committee were $27,500, $15,000 and $7,500, respectively.

Effective October 1, 2019, an additional annual fee of $40,000 to the Lead Independent Director (who also serves as Chair of the Nominating Committee) replaced the previous supplemental fee to the chair of the Nominating Committee.

Each non-employee director receives a basic annual retainer fee, with the Lead Independent Director, the chair of the Audit Committee and the chair of the People and Compensation Committee each receiving an additional amount.

During fiscal 2020, the basic annual retainer fee was $80,000, and additional amounts paid to the Lead Independent Director, the chair of the Audit Committee and the chair of the People and Compensation Committee were $40,000, $27,500 and $15,000, respectively.

Annual retainer fees are paid in cash on a quarterly basis.

The non-employee directors are also eligible for stock option and restricted stock awards.

The number of options or shares of restricted stock awarded, as well as the other terms and conditions of the awards (such as vesting and exercisability schedules and termination provisions), are determined by the Board of Directors upon the recommendation of the Compensation Committee.

The number of options or shares of restricted stock awarded, as well as the other terms and conditions of the awards (such as vesting and exercisability schedules

and termination provisions), are determined by the Board of Directors upon the recommendation of the People and Compensation Committee.

The following table sets forth the compensation paid to our non-employee directors for fiscal 2020.

Grimshaw, Mr.

Given and Mr.

Rotunda were executive officers of the Company and did not receive any additional compensation for serving on the Board of Directors during fiscal 2019.

Fees Earned or Paid in Cash

Restricted Stock Awards (1)

Cohen and Mr.

Kulas are executive officers of the Company and do not receive any additional compensation for serving on the Board of Directors.

Director Fees Earned or Paid in Cash Restricted Stock Awards (1) Total

Appel $ 147,500 $ 112,116 $ 259,616

Zena Srivatsa Arnold 80,000 112,116 192,116

Shelagmichael Brown 80,000 112,116 192,116

Santiago Creel Miranda (2)

Peter Cumins (2)

Dooner 33,333 63,952 97,285

Kulas (2) 40,000 112,116 152,116

Pablo Lagos Espinosa 95,000 112,116 207,116

Stone 80,000 112,116 192,116

Tillett 80,000 112,116 192,116

(Robb) Webb 80,000 112,116 192,116

Rosa Zeegers 80,000 112,116 192,116

(1) Amounts represent the aggregate grant date fair value of restricted stock awards, computed in accordance with FASB ASC 718-10-25.

See Note 10 of Notes to Consolidated Financial Statements included in “Part II, Item 8 — Financial Statements and Supplementary Data.” The actual value realized by the director with respect to stock awards will depend on the market value of our stock on the date the stock is sold.

Lagos and Mr.

Roberts each received a grant of 14,952 shares of restricted stock in November 2018.

Each of the non-employee directors received a grant of 24,768 shares of restricted stock in December 2019.

That amount was determined by dividing $160,000 (200% times the annual director fee) by $6.46, the trading price of the Class A Common Stock at the beginning of fiscal 2020.

Each of the other non-employee directors received a grant of 8,584 shares of restricted stock in April 2019 or, in the case of Ms.

Arnold, May 2019.

That amount was determined by dividing $80,000 (200% times one-half of the annual director fee) by $9.36, the trading price of the Class A Common Stock at the beginning of the second half of fiscal 2019.

All of these shares (unless forfeited as indicated) vested on September 30, 2019.

All of these shares vested on September 30, 2020.

The values shown were computed using the closing price of our Class A Common Stock on the date of grant, which differed from the amount used to determine the number of shares awarded.

As of September 30, 2020, none of the non-employee directors held shares of unvested restricted stock.

Creel and Mr.

Cumins retired from the Board of Directors effective April 9, 2019, and their restricted stock awards were forfeited on that date.

Roberts retired from the Board of Directors effective October 23, 2018, prior to the award of restricted stock for fiscal 2019.

The non-employee director compensation program for fiscal 2020 will be the same as the fiscal 2019 program described above.

Kulas served as a non-employee director until February 28, 2020, when he joined the Company as President and Chief Financial Officer.

The amounts shown indicate the compensation paid to him in the capacity of non-employee director.

The non-employee director compensation program for fiscal 2021 will generally be the same as the fiscal 2020 program described above, except that the annual equity award program will be transitioned to begin and end on annual stockholder meeting dates.

To implement that, the non-employee directors will receive a grant of 15,905 share of restricted stock in December 2020.

That amount was determined by dividing $80,000 (one-half of the normal equity grant) by $5.03, the trading price of the Class A Common Stock at the beginning of fiscal 2021.

Those shares will vest on March 31, 2021.

At the next annual meeting of stockholders (likely to be in March 2021), at which directors are elected to serve for a one-year term, the non-employee directors will receive a full annual award ($160,000, representing 200% times the annual director fee, divided by the closing trading price of the Class A Common Stock on the day immediately preceding the annual meeting), and those shares will vest on the date of the annual meeting of stockholders in 2022.

ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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The following table summarizes information about our equity compensation plans as of September 30, 2020:

Plan Category

Number of Securities to

Plan Category Number of Securities to

be Issued Upon Exercise

of Outstanding Options

Weighted Average

(a) (1) Weighted Average

Exercise Price of

Outstanding Options

Number of Securities

(b) Number of Securities

Remaining Available for

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Equity compensation plans not approved by security holders — — —

Excludes 3,025,154 shares of restricted stock that were outstanding as of September 30, 2019 .

Total — $ — 1,344,115

(1) Exclude s 1,108,920 share s of unvested restricted stock that were outstanding as of September 30, 2020.

Stock Ownership

Cohen controls EZCORP through his ownership of all of the issued and outstanding stock of MS Pawn Corporation, the sole general partner of MS Pawn Limited Partnership, which owns 100% of our Class B Voting Common Stock.

The following table presents information regarding the beneficial ownership of our Common Stock as of November 1, 2019 (except as noted below) for (i) each person known to us to be the beneficial owner of more than 5% of the total number of shares outstanding, (ii) each of our directors, (iii) each of the Named Executive Officers, and (iv) all directors and executive officers as a group.

The following table presents information regarding the beneficial ownership of our Common Stock as of December 1, 2020 (except as noted below) for (i) each person known to us to be the beneficial owner of more than 5% of the total number of shares outstanding, (ii) each of our directors, (iii) each of the Named Executive Officers, and (iv) all directors and executive officers as a group.

Unless otherwise indicated, each person named below holds sole voting and investment power over the shares shown, subject to community property laws where applicable.

Class A Non-voting

Class B Voting

Beneficial Owner

Voting Percent

Common Stock Class B Voting

Beneficial Owner Number Percent Number Percent Voting Percent

MS Pawn Limited Partnership (a)

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Rollingwood, Texas 78746

2,974,047 (b) 5.38 % (b) 2,970,171 100 % 100 %

Blackrock, Inc.

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New York, New York 10055

Lafitte Capital Management 707 Brazos Street, Suite 310 Austin, Texas 78701

Dimensional Fund Advisors

7,397,511 (c)

14.14 % — — —

Lafitte Capital Management LP

13505 Fitzhugh Road, Bldg 1

Austin, Texas 78737

4,479,139 (c) 8.56 % — — —

Dimensional Fund Advisors LP

6300 Bee Cave Road, Building One

Austin, Texas 78746

The Vanguard Group, Inc.

100 Vanguard Blvd.

Malvern, Pennsylvania 19355

4,310,876 (c) 8.24 % — — —

Vanguard Group, Inc.

Box 2600, V26

Valley Forge, Pennsylvania 19482-2600

3,513,202 (c) 6.71 % — — —

First Wilshire Securities Management, Inc.

1214 East Green Street, Suite 104

Pasadena, California 91106-3171

2,878,786 (c) 5.50 % — — —

Renaissance Technologies LLC

800 Third Avenue

New York, New York 10022

2,713,059 (c) 5.18 % — — —

Appel 111,071 * — — —

Zena Srivatsa Arnold 33,352 * — — —

Shelagmichael Brown 33,352 * — — —

Dooner 12,346 *

Pablo Lagos Espinosa 140,771 *

Directors and executive officers as a group (19 persons)

MS Pawn Corporation is the general partner of MS Pawn Limited Partnership and has the sole right to vote its shares of Class B Common Stock and to direct their disposition.

Kulas 40,352 *

Stone 33,352 *

Tillett 33,352 *

Webb 33,352 *

Rosa Zeegers 33,352 *

Jugmans 20,200 (d) * — — —

Given 443,058 (e) * — — —

153,338 (f) * — — —

Directors and executive officers as a group (18 persons) 4,237,171 4237171 (g) 8.10 % 2,970,171 100 % 100 %

(a) MS Pawn Corporation is the general partner of MS Pawn Limited Partnership and has the sole right to vote its shares of Class B Common Stock and to direct their disposition.

Cohen is the sole stockholder of MS Pawn Corporation.

The number of shares and percentage reflect Class A Common Stock, inclusive of Class B Common Stock, shares of which are convertible to Class A Common Stock on a one-to-one basis.

As of September 30, 2019 based on Form 13F.

Includes 271,248 unvested restricted stock units expected to vest within 60 days, but excludes 100,000 other shares of unvested restricted stock and 596,162 unvested restricted stock units (each of which represents the right to receive one share upon vesting).

Group includes those persons who were serving as directors and executive officers on October 31, 2019 .

Number shown includes 2,298 shares held through the Company’s 401(k) retirement savings plan and 550,312 unvested restricted stock units expected to vest within 60 days, but excludes 212,880 shares of unvested restricted stock and 1,417,137 unvested restricted stock units (each of which represents the right to receive one share upon vesting).

(b) The number of shares and percentage reflect Class A Common Stock, inclusive of Class B Common Stock, shares of which are convertible to Class A Common Stock on a one-to-one basis.

(d) Includes 11,605 unvested restricted stock units expected to vest within 60 days of December 1, 2020..

(e) Includes 147,698 unvested restricted stock units expected to vest within 60 days of December 1, 2020.

(f) Includes 35,965 unvested restricted stock units expected to vest within 60 days of December 1, 2020 and 433 shares held through the Company’s 401(k) retirement savings plan.

(g) Group includes those persons who were serving as directors and executive officers on December 1, 2020.

Number shown includes 433 shares held through our 401(k) retirement savings plan and 249,780 unvested restricted stock units expected to vest within 60 days of December 1, 2020.

* Shares beneficially owned do not exceed one percent of Class A Common Stock.

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With respect to any specific transaction, the Audit Committee may, in its discretion, transfer its responsibilities to either the full Board of Directors or to any special committee of the Board of Directors designated and created for the purpose of reviewing, evaluating, approving or ratifying such transaction.

Employment arrangement with Nicholas Cohen

Nicholas Cohen, the son of Phillip E.

Cohen, the beneficial owner of all of our Class B Voting Common Stock and our Executive Chairman, has been an employee of the Company since May 2018.

Effective October 1, 2020, Nicolas Cohen was promoted to the position of Senior Director, Business Optimization and Implementation with an annual base salary of $200,000, a target short-term incentive bonus of 30% of base salary ($60,000) and healthcare and other benefits typically provided to similarly positioned team members.

The Company considers the employment relationship with Nicholas Cohen to be a related party transaction that is subject to the Company’s Policy for Review and Evaluation of Related Party Transactions.

Accordingly, prior to promotion and compensation increase discussed above, the Audit Committee reviewed and approved the extension of the promotion and the terms of employment.

Director Independence

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The Board has evaluated all relationships between each the Company and each of the persons who served as a director during any portion of fiscal 2020 and has made the following determinations with respect to each director’s independence:

Zena Srivatsa Arnold

Shelaghmichael Brown

Not independent (b)

Santiago Creel Miranda (c)

Peter Cumins (c)

Not independent (d)

Pablo Lagos Espinosa

Not independent (b)

The Board’s determination that a director is independent was made on the basis of the standards for independence set forth in the Nasdaq Listing Rules.

Director Status (a)

Appel Independent

Zena Srivatsa Arnold Independent

Shelaghmichael Brown Independent

Cohen Not independent (b)

Dooner Independent

Grimshaw Not independent (b)

Kulas Not independent (b)

Pablo Lagos Espinosa Independent

Stone Independent

Tillett Independent

(Robb) Webb Independent

Rosa Zeegers Independent

(a) The Board’s determination that a director is independent was made on the basis of the standards for independence set forth in the Nasdaq Listing Rules.

Under those standards, a person generally will not be considered independent if he or she has a relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Nasdaq rules also describe specific relationships that will prevent a person from being considered independent.

Given and Mr.

Grimshaw are executive officers of the Company and, therefore, are not independent in accordance with the standards set forth in the Nasdaq Listing Rules.

Creel and Mr.

Cumins retired from the Board of Directors effective April 9, 2019.

Cumins is the Executive Vice Chairman and a member of the board of directors of Cash Converters International Limited.

Grimshaw serves as the non-executive chairman of the board of directors of Cash Converters International, and Mr.

Given also serves on that board of directors.

Because of this relationship, the Board did not treat Mr.

Cumins as an independent director, even though he might qualify as such under the Nasdaq Listing Rules.

Roberts retired from the Board of Directors effective October 23, 2018.

Prior to April 9, 2019, the Company relied on the “Controlled Company” exemption to the Nasdaq requirement that a majority of the directors be considered independent under the standards set forth in the Nasdaq Listing Rules.

See “Part III, Item 10 — Directors, Executive Officers and Corporate Governance — Corporate Governance — Controlled Company Exemptions.”

Cohen and Mr.

Grimshaw were executive officers of the Company during fiscal 2020 and, therefore, not independent in accordance with the standards set forth in the Nasdaq Listing Rules.

Kulas because an executive officer of the Company on February 28, 2020, and from that date, is not independent in accordance with the standards set forth in the Nasdaq Listing Rules.

ITEM 14 — PRINCIPAL ACCOUNTANT FEES AND SERVICES

4 unchanged sentences

All other fees — —

$ 1,695,400 $ 1,870,875

The amounts shown for fiscal 2020 include our current estimated costs for the fiscal 2020 integrated audit, for which we have not yet received final billings.

16 unchanged sentences

Financial statement schedules are omitted because they are not required or are not applicable, or the required information is provided in the consolidated financial statements or notes described in Item 15(a)(1) above.

Description of Exhibit

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated October 1, 2013, Commission File No.

Certificate of Amendment, dated March 25, 2014, to the Company’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated March 25, 2014, Commission File No.

Amended and Restated By-Laws, effective July 20, 2014 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated July 18, 2014, Commission File No.

Specimen of Class A Non-voting Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 effective August 23, 1991, Commission File No.

ITEM 16 — FORM 10-K SUMMARY

Incorporated by Reference Filed Herewith

Exhibit Description of Exhibit Form File No.

Exhibit Filing Date

3.1 Amended and Restated Certificate of Incorporation

8-K 0-19424 3.1 October 3, 2013

3.2 Certificate of Amendment, dated March 25, 2014, to the Company’s Amended and Restated Certificate of Incorporation

8-K 0-19424 99.1 March 25, 2014

3.3 Amended and Restated By-Laws, effective July 20, 2014

8-K 0-19424 3.2 July 22, 2014

4.1 Specimen of Class A Non-voting Common Stock Certificate S-1 33-41317 4.1 August 23, 1991

4.2 Description of EZCORP, Inc.

Class A Non-voting Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 1, 2013, Commission File No.

Indenture, dated July 5, 2017, between EZCORP, Inc., and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 6, 2017, Commission File No.

Indenture, dated May 14, 2018, between EZCORP, Inc., and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 15, 2018, Commission File No.

Successor Trustee Agreement, dated September 12, 2019, Between EZCORP, Inc., and Wells Fargo Bank, National Association, as prior trustee, and Branch Banking and Trust Company, as successor trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 7, 2019, Commission File No.

Supplemental Executive Retirement Plan effective December 1, 2005 (incorporated by reference to Exhibit 10.94 to the Company’s Current Report on Form 8-K dated November 28, 2005 and filed December 1, 2005, Commission File No.

Class A Non-voting Common Stock

8-K 0-19424 4.1 October 3, 2013

4.3 Indenture, dated July 5, 2017, between EZCORP, Inc., and Wells Fargo Bank, National Association, as trustee

8-K 0-19424 4.1 July 6, 2017

4.4 Indenture, dated May 14, 2018, between EZCORP, Inc., and Wells Fargo Bank, National Association, as trustee

8-K 0-19424 4.1 May 15, 2018

4.5 Successor Trustee Agreement, dated September 12, 2019, Between EZCORP, Inc., and Wells Fargo Bank, National Association, as prior trustee, and Branch Banking and Trust Company, as successor trustee

8-K 0-19424 4.1 October 7, 2019

10.1* EZCORP, Inc.

Supplemental Executive Retirement Plan effective December 1, 2005

8-K 0-19424 10.94 December 1, 2005

10.2* Amended and Restated EZCORP, Inc.

2010 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 29, 2018, Commission File No.

Form of Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement between the Company and certain employees, including the executive officers (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2010, Commission File No.

Form of Restricted Stock Award for non-employee directors (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2010, Commission File No.

Call Option Confirmation, dated June 17, 2014, between EZCORP, Inc.

and Jefferies International Limited (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, Commission File No.

Call Option Confirmation, dated June 17, 2014, between EZCORP, Inc.

and Morgan Stanley & Co.

International plc (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, Commission File No.

Call Option Confirmation, dated June 17, 2014, between EZCORP, Inc.

and UBS AG, London Branch (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, Commission File No.

Warrant Confirmation, dated June 17, 2014, between EZCORP, Inc.

and Jefferies International Limited (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, Commission File No.

Amendment Agreement (Warrant Confirmation), dated June 27, 2014, between EZCORP, Inc.

and Jefferies International Limited (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, Commission File No.

Warrant Confirmation, dated June 17, 2014, between EZCORP, Inc.

and Morgan and Stanley & Co.

International plc (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, Commission File No.

Amendment Agreement (Warrant Confirmation), dated June 27, 2014, between EZCORP, Inc.

and Morgan Stanley & Co.

International plc (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, Commission File No.

Warrant Confirmation, dated June 17, 2014, between EZCORP, Inc.

and UBS AG, London Branch (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, Commission File No.

Amendment Agreement (Warrant Confirmation), dated June 27, 2014, between EZCORP, Inc.

and UBS AG, London Branch (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, Commission File No.

Additional Call Option Confirmation, dated June 27, 2014, between EZCORP, Inc.

and Jefferies International Limited (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, Commission File No.

Additional Call Option Confirmation, dated June 27, 2014, between EZCORP, Inc.

and Morgan Stanley & Co.

International plc (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, Commission File No.

Additional Call Option Confirmation, dated June 27, 2014, between EZCORP, Inc.

and UBS AG, London Branch (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, Commission File No.

Additional Warrant Confirmation, dated June 27, 2014, between EZCORP, Inc.

and Jefferies International Limited (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, Commission File No.

Additional Warrant Confirmation, dated June 27, 2014, between EZCORP, Inc.

and Morgan Stanley & Co.

International plc (incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, Commission File No.

Additional Warrant Confirmation, dated June 27, 2014, between EZCORP, Inc.

and UBS AG, London Branch (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, Commission File No.

Call Option Termination Agreement, dated June 29, 2017, between EZCORP, Inc., and UBS AG, London Branch (incorporated by reference to exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, Commission File No.

Warrant Termination Agreement, dated June 29, 2017, between EZCORP, Inc., and UBS AG, London Branch (incorporated by reference to exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, Commission File No.

Call Option Termination Agreement, dated June 29, 2017, between EZCORP, Inc., and Jefferies International Limited (incorporated by reference to exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, Commission File No.

Warrant Termination Agreement, dated June 29, 2017, between EZCORP, Inc., and Jefferies International Limited (incorporated by reference to exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, Commission File No.

2010 Long-Term Incentive Plan , Effective November 28, 2018

8-K 0-19424 10.1 November 29, 2018

10.3* Form of Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement between the Company and certain employees, including the executive officers

10-K 0-19424 10.15 November 24, 2010

10.4* Form of Restricted Stock Award for non-employee directors

10-K 0-19424 10.17 November 24, 2010

10.5 Call Option Termination Agreement, dated June 29, 2017, between EZCORP, Inc., and UBS AG, London Branch

10-Q 0-19424 10.2 July 31, 2017

10.6 Warrant Termination Agreement, dated June 29, 2017, between EZCORP, Inc., and UBS AG, London Branch

10-Q 0-19424 10.3 July 31, 2017

10.7 Call Option Termination Agreement, dated June 29, 2017, between EZCORP, Inc., and Jefferies International Limited

10-Q 0-19424 10.4 July 31, 2017

10.8 Warrant Termination Agreement, dated June 29, 2017, between EZCORP, Inc., and Jefferies International Limited

10-Q 0-19424 10.5 July 31, 2017

10.9 Call Option Termination Agreement, dated June 29, 2017, between EZCORP, Inc., and Morgan Stanley & Co.

International plc (incorporated by reference to exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, Commission File No.

International plc

10-Q 0-19424 10.6 July 31, 2017

10.10 Warrant Termination Agreement, dated June 29, 2017, between EZCORP, Inc., and Morgan Stanley & Co.

International plc (incorporated by reference to exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, Commission File No.

Subsidiaries of EZCORP, Inc.

Consent of BDO USA, LLP

Certification of Stuart I.

Grimshaw, Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Daniel M.

Chism, Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Stuart I.

Grimshaw, Chief Executive Officer, and Daniel M.

Chism, Chief Financial Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Letter Agreement, dated as of September 27, 2017, among Prestaciones Finmart S.A.P.I.

de C.V., SOFOM, E.N.R.;

Alpha Holding, S.A.

Texas EZPAWN L.P.;

and EZPAWN Management Mexico, S.

(incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated October 3, 2017, Commission File No.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

International plc

10-Q 0-19424 10.7 July 31, 2017

Transition Employment Agreement between the Company and Stuart I.

Grimshaw, dated November 14, 2020

List of Subsidiaries of EZCORP, Inc.

Consent of BDO USA, LLP, Independent Registered Public Accounting Firm

Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

101 Interactive data files pursuant to Rule 405 of Regulation S-T:

(i) Consolidated Balance Sheets,

(ii) Consolidated Statements of Operations

(iii) Consolidated Statements of Comprehensive (Loss) Income

(iv) Consolidated Statements of Stockholders’ Equity

(v) Consolidated Statements of Cash Flows

(vi) Notes to Consolidated Financial Statements

104 Cover Page Interactive Data File in Inline XBRL format (included in Exhibit 101)

_____________________________

* Identifies Exhibit that consists of or includes a management contract or compensatory plan or arrangement.

Filed herewith.

Furnished herewith.

Filed herewith as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language):

(i) Consolidated Balance Sheets at September 30, 2019, and September 30, 2018;

(ii) Consolidated Statements of Operations for the years ended September 30, 2019, September 30, 2018 and September 30, 2017;

(iii) Consolidated Statements of Comprehensive (Loss) Income for the years ended September 30, 2019, September 30, 2018 and September 30, 2017;

Consolidated Statements of Cash Flows for the for the years ended September 30, 2019, September 30, 2018 and September 30, 2017;

Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2019, September 30, 2018 and September 30, 2017;

and (iv) Notes to Consolidated Financial Statements.

† The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

The instance document does not appear in the interactive data files because the XBRL tags are embedded within the Inline XBRL document.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:

December 14, 2020

/s/ Daniel M.

Chief Financial Officer

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

/s/ Stuart I.

Chief Executive Officer and Director

(principal executive officer)

December 5, 2019

/s/ Daniel M.

Chief Financial Officer

(principal financial officer)

December 5, 2019

Signature Title Date

Kulas Chief Executive Officer and Director

(principal executive officer) December 14, 2020

/s/ Timothy K.

Jugmans Interim Chief Financial Officer (principal financial officer) December 14, 2020

/s/ Phillip E.

Executive Chairman of the Board

December 5, 2019

Cohen Executive Chairman of the Board December 14, 2020

/s/ Matthew W.

December 5, 2019

/s/ Zena Srivatsa Arnold

December 5, 2019

Appel Director December 14, 2020

/s/ Zena Srivatsa Arnold Director December 14, 2020

Zena Srivatsa Arnold

/s/ Shelaghmichael Brown

December 5, 2019

/s/ Shelaghmichael Brown Director December 14, 2020

Shelaghmichael Brown

December 5, 2019

/s/ Pablo Lagos Espinosa

December 5, 2019

Dooner Director December 14, 2020

/s/ Pablo Lagos Espinosa Director December 14, 2020

Pablo Lagos Espinosa

December 5, 2019

Stone Director December 14, 2020

Tillett Director December 14, 2020

/s/ Robert W.

December 5, 2019

/s/ Rosa Zeegers

December 5, 2019

/s/ David McGuire

Deputy Chief Financial Officer and Chief Accounting Officer

(principal accounting officer)

December 5, 2019

David McGuire

Webb Director December 14, 2020

/s/ Rosa Zeegers Director December 14, 2020

/s/ Fred Herman Chief Accounting Officer (principal accounting officer) December 14, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures