EZCORP INC 10-K

ITEM 9A — CONTROLS AND PROCEDURES 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 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 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. GAAP. 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 74 Table of Contents 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. 75 Table of Contents Report of Independent Registered Public Accounting Firm Stockholders and Board of Directors EZCORP, Inc. Rollingwood, Texas Opinion on Internal Control over Financial Reporting 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ BDO USA, LLP Dallas, Texas December 14, 2020 76 Table of Contents Changes in Internal Control Over Financial Reporting 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. 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. 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 Notwithstanding the foregoing, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. Limitations inherent in any control system include the following: • Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes. • Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override. • The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. • Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. • The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. ITEM 9B — OTHER INFORMATION None. 77 Table of Contents PART III ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Board of Directors 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 Matthew W. Appel 65 Audit (Chair), Nominating (Chair), Lead Independent Director Zena Srivatsa Arnold 42 Nominating Shelaghmichael Brown 71 Audit, People and Compensation Phillip E. Cohen (Executive Chairman) 73 — Hugo R. Dooner 50 — Jason A. Kulas 50 — Pablo Lagos Espinosa 65 People and Compensation (Chair) Kent V. Stone 62 Nominating Gary L. Tillett 61 Audit Robert W. K. (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; and should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of our stockholders. The following are qualifications, experience and skills for Board members which are important to our business and its future: • Leadership Experience — Our directors should demonstrate extraordinary leadership qualities. Strong leaders bring vision, strategic agility, diverse and global perspectives and broad business insight to the company. They demonstrate practical management experience, skills for managing change and deep knowledge of industries, geographies and risk management strategies relevant to our business. They have experience in identifying and developing the current and future leaders of the company. • Finance Experience — We believe that all directors should possess an understanding of finance and related reporting processes. • Strategically Relevant Experience — Our directors should have business experience that is relevant to our strategic goals and objectives, including geographical and product expansion. We value experience in our high priority growth areas, including new or expanding geographies or customer segments and existing and new technologies; understanding of our business environments; and experience with, exposure to or reputation among a broad subset of our customer base. • Government Experience — Our business is subject to a variety of legislative and regulatory risks. Accordingly, we value experience in the legislative, judicial or regulatory branches of government or government relations. Biographical Information — Set forth below is current biographical information about our directors, including the qualifications, experience and skills that make them suitable for service as a director. • Matthew W. Appel — Mr. 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, serves as Chair of the Nominating Committee). Mr. 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. Prior to joining Zale, Mr. 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 78 Table of Contents 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. Mr. Appel began his professional career with Arthur Andersen & Company, working there from 1977 to 1984. 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. Mr. Appel is a Certified Public Accountant and a Certified Management Accountant. Director qualifications: leadership, chief financial officer and executive management experience; broad business and strategically relevant experience; retail management experience; financial experience, including accounting, tax and financial reporting; experience in developing growth strategies; personnel development. • Zena Srivatsa Arnold — Ms. Arnold has been a director since May 2019. She has over 18 years of experience in marketing, brand management, strategy development and business operations. 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). Ms. 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). Ms. Arnold received a Bachelor of Science degree in Computer Science, with a minor in Business Marketing, from The Ohio State University. She was recognized in 2014 as one of Brand Innovators “40 Under 40,” and has received numerous other professional awards and recognitions. Director qualifications: leadership, executive management experience; broad business and strategically relevant experience; experience in developing growth strategies. • Shelaghmichael Brown — Ms. Brown joined EZCORP as a director in April 2019. She has more than 35 years of management experience in operations, brand and technology at a variety of financial services institutions and other companies. Ms. Brown retired from BBVA Compass in June 2011 as Senior Executive Vice President and Executive Officer Retail Banking, where she was responsible for a network of over 700 branches; online, mobile and other electronic banking platforms; traditional consumer and small business credit and deposit products; and marketing. Prior to joining BBVA Compass, Ms. Brown was President of RediClinic, Inc.; President and Chief Executive Officer of TeleCheck International, Inc.; and Executive Vice President, Manager-Retail Banking for JP Morgan Chase. Since 2012, Ms. Brown has served on the Board of Trust Managers of Weingarten Realty Investors, an NYSE-listed real estate investment trust, where she has been a member of the Management Development Committee and the Compensation Committee and is currently Chair of the Governance Committee. She also serves on the Board of Directors for BBVA USA Bancshares, Inc., where she is a member of the Risk Committee and the Audit Committee. Ms. Brown received an MBA from the University of Chicago and a Bachelor of Arts degree in American Studies from Wheaton College. She was recognized in 2009, 2010 and 2011 as one of the Top 25 Most Powerful Women in Banking by U.S. Banker. She is engaged in a variety of professional, civic and philanthropic activities, and currently serves as on the Board of Directors, and as Foundation Chairman, of CanCare, Inc. Director qualifications: leadership, executive management experience; broad business and strategically relevant experience; retail management experience; financial experience; experience in developing growth strategies; personnel development; deep understanding of conducting business in highly regulated environments. • Phillip E. Cohen — Mr. Cohen has been a member of the Board of Directors and the Executive Chairman since September 2019. He has been an owner of, and advisor to, the Company for 30 years. He acquired the Company in 1989 and took it public in 1991 with an initial public offering of Class A Non-Voting Common Stock. Mr. Cohen has over 40 years of investment banking and financial advisory experience with a variety of firms, including Kuhn Loeb & Co. Incorporated (1973-1977), Lehman Brothers Kuhn Loeb Incorporated (1977-1979), The First Boston Corporation (1980), Oppenheimer & Co, Inc. (1980-1984), Morgan Schiff & Co., Inc. (1984-Present) and Madison Park LLC (2004 to Present). Mr. Cohen received a Bachelor of Commerce degree from the University of Melbourne and a Masters of Business Administration from Harvard University. Mr. Cohen is the sole stockholder of MS Pawn Corporation, which is the general partner of MS Pawn Limited Partnership, the owner of 100% of the outstanding shares of our Class B Voting Common Stock. Director qualifications: leadership; broad business and strategically relevant experience; retail management experience; financial experience; international experience and global perspective; industry knowledge; experience in 79 Table of Contents developing growth strategies. Further, Mr. Cohen has deep knowledge of the Company and its opportunities and challenges spanning multiple economic cycles. • Hugo R. Dooner — Mr. 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. 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, executive management experience; broad business and strategically relevant experience; financial experience; industry knowledge; experience in developing growth strategies; personnel development; deep understanding of conducting business in highly regulated environments. • Jason A. Kulas — Mr. 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. Mr. 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. (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). Mr. 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: leadership, chief executive officer, chief financial officer and executive management experience; broad business and strategically relevant experience; financial experience; experience in developing growth strategies; personnel development. • Pablo Lagos Espinosa — Mr. Lagos joined EZCORP as a director in October 2010. He is Chair of the People and Compensation Committee. Mr. 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. He previously held various executive management positions with Pepsi Bottling Group, PepsiCo Inc., Unilever Mexico and PepsiCola International, Inc., concentrating exclusively in Latin America. Since his retirement in December 2008, Mr. 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. and Mexico. 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. 80 Table of Contents Director qualifications: leadership, chief executive officer and executive management experience in significant multi-national environments; deep understanding of strategically important geographies and international markets; risk management experience; financial experience; experience in developing, implementing and managing strategic plans, including international expansion; personnel development; legislative and government relations experience. • Kent V. Stone — Mr. Stone joined EZCORP as a director in April 2019. He has 37 years of experience in consumer and small business banking, all with U.S. Bancorp, the fifth largest commercial bank in the U.S. 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, Business Banking (2001-2006); and Executive Vice President, Branch Banking (2000-2001). From 1980 to 2000, he held various regional positions with U.S. Bancorp and its predecessor, First Bank System. Mr. Stone’s extensive banking experience includes retail branch management, digital channels, mortgage lending, private banking, product and segment management, and marketing. Mr. Stone received an MBA with a concentration in Finance from the Carlson School of Management at the University of Minnesota in 1985, and a Bachelor of Arts in General Science and Business from Gustavus Alolphus College in 1980. He has been, and continues to be, active in a variety of civic and philanthropic affairs. Director qualifications: leadership and executive management experience; broad business and strategically relevant experience; retail management experience; financial experience; experience in developing growth strategies; personnel development; deep understanding of conducting business in highly regulated environments. • Gary L. Tillett — Mr. Tillett has been a director since April 2019. He has more than 35 years of experience in public accounting and business management. He spent 31 years at PricewaterhouseCoopers, where he progressed from entry-level staff to senior partner serving a variety of businesses in the Insurance Practice, the Transaction Services Practice and the U.S. Financial Services Practice. From 2005 to 2010, he was the Transactions Services Leader of the firm’s U.S. Financial Services Practice, leading a newly assembled team of professionals providing service to clients pursuing transactions in the financial services sector. At the time of his retirement from PwC in 2014, he was the Transaction Services Leader of the firm’s New York Metro Practice, where he led teams advising clients on complex transactions, including structuring, due diligence, valuation and financial reporting. Mr. Tillett left PwC in 2014 to take the role of Executive Vice President and Chief Financial Officer of Walter Investment Management Corp. (now Ditech Holding Corporation), a publicly traded independent originator and servicer of residential mortgage loans. Ditech initiated Chapter 11 bankruptcy proceedings in November 2017. Mr. Tillett retired from his position with Ditech in February 2018 after assisting with the development and execution of the company’s financial restructuring plan. Mr. Tillett received an MBA from the Manchester Business School at the University of Manchester and a Bachelor of Science degree with an emphasis in Accounting from the University of Texas at Dallas. He is a Certified Public Accountant. Director qualifications: leadership, chief financial officer and executive management experience; broad business and strategically relevant experience; financial experience, including accounting, tax and financial reporting; personnel development. • Robert W. K. (Robb) Webb — Mr. Webb joined EZCORP as a director in April 2019. He has 40 years of experience as a human resources and business leader in complex global business environments, including Chief Human Resources Officer at Tenet Healthcare Corporation (2016-2017); Executive Vice President & Chief Human Resources Officer at Hyatt Hotels Corporation (2007-2016); a variety of human resources and business process management roles with Citigroup and predecessor companies (1999-2007); Vice President, Human Resources & Organizational Effectiveness at Avco Financial Services Inc., a subsidiary of Textron Inc. (1988-1999); and various human resources and organizational development roles with Westinghouse Canada (1979-1988). Mr. Webb received an MBA from the University of Nebraska in 2004 and a Bachelor of Arts degree from McMaster University in Ontario, Canada in 1977. He has participated in advanced management programs at Stanford University and Harvard University. Mr. Webb serves as a director on the Human Rights Campaign Foundation Board, the Global Board of Operation Hope and the Advisory Board at Arena, and has served on the boards of the Dallas Regional Chamber of Commerce and Business for Social Responsibility. Director qualifications: leadership and executive management experience; broad business experience; retail management experience; personnel development. • Rosa Zeegers — Ms. Zeegers has been a director since April 2019. She has over 30 years of experience in developing and implementing brand, marketing and retail strategies, as well as managing substantial businesses. 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. Before that, 81 Table of Contents Ms. 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. Zeegers was the Chief Marketing Officer of Tween Brands, Inc. (2015); held a variety of marketing, brand and business development roles at Mattel, Inc. (2001-2014), including most recently, Senior Vice President, Global Business Development; and held a variety of marketing and brand management positions with KLM Royal Dutch Airlines (1995-2000). Ms. Zeegers began her career at Unilever PLC in The Netherlands, where she served in various marketing and sales positions of progressive responsibility. Ms. Zeegers holds a Masters Degree in Marketing from the Dutch Institute of Marketing and a Masters Degree in German Literature from Free University Amsterdam. She serves as a board member of The AHA Foundation, a nonprofit organization dedicated to the defense of women’s rights; 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. Director qualifications: leadership and executive management experience; broad business and strategically relevant experience; financial experience; personnel development. Executive Officers 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 Phillip E. Cohen 73 Executive Chairman Jason A. Kulas 50 Chief Executive Officer Lachlan P. Given 44 Chief Strategy, M&A and Funding Officer Timothy K. Jugmans 44 Interim Chief Financial Officer Francisco J. Kuthy Saenger 55 President, Latin America Pawn John Blair Powell, Jr. 52 President, U.S. Pawn Keith Robertson 56 Chief Information Officer Nicole Swies 42 Chief Revenue and Operations Officer Thomas H. Welch, Jr. 65 Chief Legal Officer and Secretary Set forth below is current biographical information about our executive officers, except for Mr. Cohen and Mr. Kulas, whose biographical information is included under “Board of Directors” above. Lachlan P. Given — Mr. 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). He also served on the Compensation Committee from July 2014 to April 2019. Mr. 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. Mr. 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. Cohen, who is the beneficial owner of all of our Class B Voting Common Stock. Mr. Given is also a director of The Farm Journal Corporation, a 134-year old pre-eminent U.S. agricultural media company; Senetas Corporation Limited (ASX: SEN), a developer and manufacturer of certified, defense-grade encryption solutions; and CANSTAR Pty Ltd, an Australian financial services ratings and research firm. Mr. 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. Mr. Given also serves on the board of directors of Cash Converters International Limited and Rich Data Corporation PLC. Timothy K. 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 82 Table of Contents and Morgan Schiff & Co., Inc. Mr. 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. Mr. 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. Francisco J. Kuthy Saenger — Mr. 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. Kuthy spent over three years (May 2010 to November 2013) as General Manager of Farmacias Dermatologicas, S.A. de C.V., Mexico’s leading retailer of dermatology and derma-cosmetic consumer products; and six years with Comercial Mexicana, a large retail chain in Mexico, serving as Chief Operating Officer Bodega Comercial Mexicana (2006 to 2010) and District Manager Comercial Mexicana Bajio (May 2004 to 2006). Mr. Kuthy held previous positions in business development, sales administration, operations and field management with Bachoco, S.A. de C.V. (1997 to 2004), Sabritas, S.A. de C.V. (1997) and Wal-Mart’s Mexican subsidiary (1989 to 1997). Mr. Kuthy received a Bachelor of Arts degree in Economics and an MBA from the Instituto Tecnológico Autónomo de México. John Blair Powell, Jr. — Mr. 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. Mr. 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. Mr. 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. Mr. 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. Ms. 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. Thomas H. Welch, Jr. — Mr. 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. He joined Dell Inc.’s legal department in 1995, and served as Vice President, Legal and General Corporate Counsel from April 1999 to April 2008. Mr. Welch was principally responsible for legal support of Dell’s corporate securities, corporate finance, mergers and acquisitions, financial services, executive compensation and benefits, facilities, corporate governance and general corporate matters. From 1992 to 1995, Mr. Welch was Vice President – Corporate Development of Parker & Parsley Petroleum Company (predecessor to Pioneer Natural Resources Company), and previously was a shareholder with the law firm of Johnson & Gibbs, P.C., Dallas, Texas. Mr. Welch received a Bachelor of Science degree in Management from Purdue University and a J.D. degree from the University of Texas at Austin. Section 16(a) Beneficial Ownership Reporting Compliance 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. 83 Table of Contents Code of Conduct We maintain a Code of Conduct that is applicable to all of our team members, including our chief executive officer, chief financial officer and chief accounting officer. That Code of Conduct, which satisfies the requirements of a “code of ethics” under applicable SEC rules, contains written standards that are designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; full, fair, accurate, timely and understandable public disclosures and communications, including financial reporting; compliance with applicable laws, rules and regulations; prompt internal reporting of violations of the code, and accountability for adherence to the code. A copy of the Code of Conduct is posted in the Investor Relations section of on our website at www.ezcorp.com We will post any waivers of the Code of Conduct, or amendments thereto, that are applicable to our chief executive officer, our chief financial officer or chief accounting officer in the Investor Relations section of our website at www.ezcorp.com. To date, there have been no such waivers. Corporate Governance Controlled Company Exemptions — The Nasdaq Listing Rules contain several corporate governance requirements for Nasdaq-listed companies. These requirements generally relate to the composition of the board and its committees. For example, the rules require the following: • A majority of the directors must be independent (Rule 5605(b)(1)); • The audit committee must have a least three members, each of whom must be independent (Rule 5605(c)(2)); • Executive officer compensation must be determined, or recommended to the board of directors for determination, by either (1) a majority of the independent directors or (2) a compensation committee comprised solely of independent directors (Rule 5605(d)); and • Director nominations must be selected, or recommended for the board’s selection, by either (1) a majority of the independent directors or (2) a nominations committee comprised solely of independent directors (Rule 5605(e)). Rule 5615(c)(2), however, provides that a “Controlled Company” is exempt from the requirement to have a majority of independent directors and from the requirements to have independent director oversight over executive compensation and director nominations. The Listing Rules define a “Controlled Company” as a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. EZCORP is a “Controlled Company” within this meaning by virtue of the fact that 100% of the outstanding Class B Voting Common Stock (the only class of voting securities outstanding) is held of record solely by MS Pawn Limited Partnership and beneficially by Phillip E. Cohen. The Company has relied on the Controlled Company exemptions in the past, but with the reconstitution of the Board of Directors and Board committees in April and May 2019, is not currently relying on such exemptions. 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 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 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; 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. 84 Table of Contents 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. The Board has determined that each Audit Committee member meets the Nasdaq “financial literacy” requirement and that Mr. Appel, Chair of the committee, is a “financial expert” within the meaning of the current rules of the SEC. • 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; identifying and evaluating qualified individuals to become Board members; making recommendations to the full Board regarding the nomination of appropriate candidates; and assessing and monitoring each continuing and prospective director’s independence and qualification to serve on the Board and its committees. The Nominating 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.” Each of three standing committees is governed by a written charter, a copy of which can be found in the Investor Relations section of our website at www.ezcorp.com. 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. 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. Fiscal 2020 Meetings Held Action by Unanimous Written Consent Board of Directors 10 5 Audit Committee 10 2 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. 85 Table of Contents 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 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. Name Position Jason A. Kulas (1) Chief Executive Officer Timothy K. Jugmans (2) Interim Chief Financial Officer Philip E. Cohen Executive Chairman Lachlan P. Given Chief Strategy, M&A and Funding Officer Thomas H. Welch Jr. Chief Legal Officer and Secretary Stuart I. Grimshaw (3) Former Chief Executive Officer Daniel M. Chism (4) Former Chief Financial Officer (1) Mr. 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. (2) Mr. 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. (3) Mr. Grimshaw served as Chief Executive Officer in fiscal 2020 until July 6, 2020, when he relinquished that position. (4) Mr. 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 Philosophy and Goals — Our executive compensation philosophy is grounded on three clearly articulated fundamental principles: • Attract and retain high performers — We want to build and maintain an organization that achieves consistently high results. Therefore, we strive to pay at levels that will attract and retain high quality executives capable of sustaining high levels of performance and willing to be accountable for the achievement of results. In line with our philosophy of paying above market for market leading performance, a majority of executive compensation is in the form of incentives that are at risk, but offer significantly higher rewards for the achievement of outstanding results. • Align long-term interests of our shareholders and executives — Executives should be compensated through compensation components (base salaries, short- and long-term incentives) designed to drive sustained business performance, build an internal culture of ownership and create long-term value for our shareholders. • Pay for performance — We expect diligent effort, unwavering commitment and hard work from our executives, and our compensation plans should recognize and reward superior results that generate significant shareholder value. Actual realized compensation should reflect Company and individual performance against specific and quantifiable objectives. Executives should be compensated based on achievement of key operational, financial and strategic results. Compensation earned should align with our sustained performance in terms of profitability and shareholder value. These principles are reflected in the following best-practice features of our executive compensation program: 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 þ Maintain an incentive clawback policy 86 Table of Contents 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 Description Attract and Retain Pay for Performance Shareholder Alignment Long-term Commitment Base Salary • A market-competitive salary. ü 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. ü ü ü Long-term Incentives • Equity incentive grants, including performance-vested restricted stock grants tied to achievement of consistent multi-year growth in earnings. ü ü ü ü Executive Retirement • Annual Supplemental Executive Retirement Plan contributions that vest over the subsequent three years from the date of contribution. ü ü 87 Table of Contents The Committee reviews the executive pay mix of base salary, cash bonus and long-term incentives annually. 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. Benchmarking and Peer Group Data 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 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 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. 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 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. This is the same peer group that was used for the fiscal 2019 review and analysis. Peer Company Stock Symbol Primary Business Aaron’s Inc. AAN Home Furnishing Retail Cardtronics Plc CATM Data Processing and Outsourced Services — Fintech Conn’s, Inc. CONN Computer and Electronics Retail Enova ENVA Consumer Finance First Cash, Inc. FCFS Consumer Finance — Pawn Operator Francesca’s Holdings Corporation FRAN Apparel Retail goeasy LTD EHMEF Consumer Finance H&R Block, Inc. HRB Specialized Consumer Services MoneyGram International, Inc. MGI Data Processing and Outsourced Services — Fintech Regional Management Corp. RM Consumer Finance World Acceptance Corporation WRLD Consumer Finance Zumiez Inc. 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: 88 Table of Contents 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 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. Observations from Pearl Meyer’s Fiscal 2020 Benchmarking Report Pearl Meyer’s fiscal 2020 executive compensation review was substantially consistent with the previous year’s review and generally concluded: • 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. • 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 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 89 Table of Contents 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 90 Table of Contents 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. and Mexico. ◦ 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. Base Salary 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. The base salaries of our executive officers are reviewed and adjusted (if appropriate) annually to reflect, among other things, individual performance, base salaries for comparable positions from a review of market data discussed previously, experience in role, economic conditions and internal equity. 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 2020 Base Salary Fiscal 2019 Base Salary Increase Jason A. Kulas (1) $ 850,000 $ — —% Timothy K. Jugmans (2) $ 370,000 $ 228,769 62% Philip E. Cohen $ 1,500,000 $ 1,500,000 —% Lachlan P. Given $ 600,000 $ 600,000 —% Thomas H. Welch Jr. $ 410,000 $ 410,000 —% Stuart I. Grimshaw (3) $ 1,000,000 $ 1,000,000 —% Daniel M. 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. Mr. 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. 91 Table of Contents (2) Mr. 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. (3) Mr. 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. (4) Mr. 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. When Mr. 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. When Mr. 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. Mr. 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. Kulas, Mr. Jugmans, Mr. Cohen, 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, 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 (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 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: 92 Table of Contents Named Executive Officer Fiscal 2020 Target Amount (as a % of base salary) Jason A. Kulas (1) 150% Timothy K. Jugmans (2) 60% Phillip E. Cohen (3) 100% Lachlan P. Given (4) 75% Thomas H. Welch Jr. 60% Stuart Grimshaw 225% Daniel M. Chism 60% (1) The percentage shown represents Mr. Kulas’ STI target in his role as Chief Executive Officer. When Mr. 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). When Mr. 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. (3) Mr. 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. Kulas). 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 Jason A. Kulas (1) — $ 875,000 $ 970,086 Timothy K. Jugmans 60% $ 73,923 $ 123,209 Phillip E. Cohen (2) 60% $ 700,775 $ 1,167,956 Lachlan P. Given 60% $ 277,377 $ 462,295 Thomas H. Welch Jr. 55% $ 135,300 $ 246,000 (1) When Mr. 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. (2) Mr. 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: Mr. Kulas, 150%; Mr. Jugmans, 60%; Mr. Given, 100%; and Mr. Welch, 60%. 93 Table of Contents Long-Term Incentives 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. All of our executive officers are eligible to receive equity incentive awards. 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 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 Timothy K. Jugmans Fiscal 2018 13,926 11,605 Lachlan P. Given Fiscal 2014 75,000 68,750 Fiscal 2018 94,737 78,948 Thomas H. Welch, Jr. 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. At the 94 Table of Contents 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; and • 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 Timothy K. Jugmans 12,828 10,690 Lachlan P. Given 84,111 70,093 Thomas H. Welch, Jr. 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. 95 Table of Contents • 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”; and ◦ 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 Jason A. Kulas (1) 150% 129,517 Timothy K. Jugmans (2) 50% 17,706 Lachlan P. Given (2) 80% 74,303 Thomas H. Welch, Jr. (2) 80% 50,773 (1) Mr. 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): 96 Table of Contents Named Executive Officer Percent of Base Salary Number of Units Jason A. Kulas 150% 253,479 Timothy K. Jugmans 80% 58,847 Lachlan P. Given 100% 119,284 Thomas H. Welch, Jr. 80% 65,209 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 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. 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 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: 97 Table of Contents Named Executive Officer Fiscal 2020 SERP Contribution Jason A. Kulas (1) Timothy K. Jugmans (2) Philip E. Cohen (3) Lachlan P. Given $ 60,000 Thomas H. Welch Jr. $ 41,000 Stuart I. Grimshaw (4) $ 100,000 Daniel M. Chism (5) $ 45,000 (1) Mr. Kulas joined the Company as an executive in February 2020 and was not eligible for SERP contributions until October 1, 2020. (2) Mr. Jugmans is not eligible for SERP at this time. (3) Mr. 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. Cohen). Those contributions were $85,000 for Mr. Kulas, $60,000 for Mr. Given and $41,000 for Mr. Welch. Other Benefits and Perquisites The executive officers participate in other benefit plans on the same terms as other team members. These plans include medical, dental and life insurance benefits, and our 401(k) retirement savings plan. In addition, we provide supplemental healthcare benefits to our executive officers. The amount of that benefit for the Named Executive Officers is included in the “All Other Compensation” column of the Summary Compensation Table below. 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 98 Table of Contents The People and Compensation Committee is comprised of three members — Mr. Lagos, Ms. 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. 99 Table of Contents • Annual incentive compensation tied to achievement of profitable Company or business unit performance (as measured by consolidated and/or business unit EBITDA); and • 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. 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). The Required Multiple is equity to 4X for the non-executive directors and the CEO, 2X for the Executive Chairman and 1X for the other executive officers. 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 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 (other than Mr. Cohen): • Each of our executive officers will receive salary continuation for one year if his or her employment is terminated by the Company without cause. • Generally, restricted stock awards, including those granted to the executive officers, provide for accelerated vesting of some or all of the unvested shares or units in the event of the holder's death or disability. More information on severance arrangements can be found under “Other Benefit Plans — Certain Termination Benefits” below. 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 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. 100 Table of Contents Compensation Committee Report The Compensation Committee has reviewed the foregoing Compensation Discussion and Analysis and has discussed it with management. Based on that review and those discussions, the Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020. Pablo Lagos Espinosa (Chair) Shelaghmichael Brown Robert W.K. Webb Compensation Committee Interlocks and Insider Participation The persons who served as members of the Compensation Committee during fiscal 2020 (Ms. Brown, Mr. Lagos and Mr. Webb) are not and have never been an officer of or employed by the Company and do not have any relationship that requires disclosure under Item 404 of Regulation S-K, the SEC’s rules requiring disclosure of certain relationships and related party transactions. Summary Compensation Table The table below summarizes the total compensation for fiscal 2020, 2019 and 2018 for the Named Executive Officers. 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 Fiscal Year Salary (1) Bonus Stock Awards (2) Non-Equity Incentive Plan Compensation (3) All Other Compensation (4) Total Jason A. Kulas (5) Chief Executive Officer 2020 $ 424,808 $ — $ 683,878 $ 437,500 $ 56,455 $ 1,602,641 2019 — — 91,334 — 40,000 131,334 2018 — — — — — — Timothy K. Jugmans 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 Philip E. Cohen Executive Chairman 2020 1,500,000 350,390 — — 21,028 1,871,418 2019 — — — — — — 2018 — — — — — — Lachlan P. Given (5) 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 Thomas H. Welch Jr. 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 Daniel M. Chism 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. 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. 101 Table of Contents 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. See also “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above. (3) Amounts represent the bonuses paid pursuant to the Short-Term Incentive Compensation Plan. 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. For Mr. 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. (5) Mr. Kulas and Mr. Given also serve on the board of directors of Cash Converters International Limited, with Mr. 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. Kulas. The director fees paid to each of them by Cash Converters International Limited were as fo llows: Mr . Giv en, approximately $70,000 each year; and Mr. 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. CEO Pay Ratio 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”). • Mr. 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. Because Mr. 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. Mr. 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 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. 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. 102 Table of Contents Incentive Plan Based Awards The following table sets forth certain information about plan-based awards that we made to the Named Executive Officers during fiscal 2020. For information about the plans under which these awards were granted, see “Compensation Discussion and Analysis — Components of Compensation — Annual Incentive Bonus” and “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above. Grants of Plan-Based Awards Estimated Future Payouts Under 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 Jason A. Kulas 2/28/2020 $ 875,000 $ 970,086 $ 1,455,129 $ — $ — $ — $ — Timothy K. Jugmans 12/2/2019 61,603 123,205 184,808 — — — — Philip E. Cohen 12/2/2019 1,500,000 1,500,000 1,500,000 — — — — Lachlan P. Given 12/2/2019 231,148 462,295 693,443 — — — — Thomas H. Welch Jr. 12/2/2019 123,000 246,000 369,000 — — — — Stuart Grimshaw 12/2/2019 1,125,000 2,250,000 3,375,000 — — — — Daniel M. 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. See “Compensation Discussion and Analysis — Components of Compensation — Annual Incentive Bonuses” above. The “Target” amount is the amount that will be paid if the specified performance goals are achieved at the target level (although the Compensation Committee may reduce any award if it chooses to do so). The “Threshold” amount reflects the amount that would be paid if the minimum performance goals are achieved, while the “Maximum” amount represents the maximum amount that will be paid if the maximum performance goals are achieved or exceeded. See the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table above for the amount of the actual payout for each of the Named Executive Officers. (2) These amounts represent the fiscal 2020 awards under the Long-Term Incentive Plan. 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 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. 103 Table of Contents The following table sets forth certain information about outstanding stock awards held by the Named Executive Officers as of the end of fiscal 2020. None of the Named Executive Officers holds any stock options. Outstanding Equity Awards at Fiscal Year-End Stock Awards 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) Jason A. Kulas 3/2/2020 90,768 (2) $ 456,563 Timothy K. Jugmans 12/11/2018 12,828 (3) 64,525 12/12/2017 13,926 (4) 70,048 Philip E. Cohen — — Lachlan P. 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 Thomas H. Welch Jr. 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 Daniel M. Chism — (6) — — (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). (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. (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. Stock Vested The following table sets forth, with respect to each of the Named Executive Officers, certain information about restricted stock vesting during fiscal 2020: Stock Awards Named Executive Officer Number of Shares Acquired on Vesting Value Realized on Vesting (1) Jason A. Kulas 24,768 (2) $ 124,583 Timothy K. Jugmans 11,362 (3) 58,969 Philip E. Cohen — — Lachlan P. Given 81,374 (3) 422,331 Thomas H. Welch Jr. 37,071 (3) 192,398 Stuart Grimshaw 271,248 (3) 1,407,777 Daniel M. Chism — — (1) Computed using the fair market value of the stock on the date of vesting. 104 Table of Contents (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 401(k) Retirement Plan — All team members are given an opportunity to participate in our 401(k) retirement savings plan (following a new-hire waiting period). Subject to statutory limits of the IRS, this plan allows participants to have pre-tax amounts withheld from their pay and provides for a discretionary employer matching contribution (historically, 25% up to 6% of salary). Matching contributions are made in the form of cash. Participants may invest their contributions in various fund options, but are prohibited from investing their contributions in our common stock. A participant vests in the matching contributions pro rata over their first three years of service provided their hours worked requirement is met. All of a participant’s matching contributions vest 100% in the event of the participant’s death or disability or the termination of the plan due to a change in control. Supplemental Executive Retirement Plan — The Internal Revenue Code limits the amount of pre-tax savings that highly paid executives can contribute to the 401(k) plan. 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 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. There were ten participants in the SERP during fiscal 2020. All Company contributed SERP funds have a vesting schedule as an additional retention tool. Generally, the funds vest over three years from the contribution date, with one-third vesting each year. All of a participant’s Company contributed SERP funds vest 100% in the event of the participant’s death or disability or the termination of the plan due to a change in control. In addition, all Company contributed SERP funds are 100% vested when a participant attains normal retirement age (generally 60 years old and five years of active service) while actively employed by us. All Company contributed SERP funds are forfeited, regardless of vesting status, if the participant’s employment is terminated for cause. A participant may not withdraw any portion of his or her SERP account while still employed by the Company unless, in the sole opinion of management, the participant has an unforeseeable emergency, which is defined as a severe financial hardship resulting from an illness or accident of the participant, the participant’s spouse or a dependent; the loss of the participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the participant’s control. The following table describes the SERP contributions, earnings and balance at the end of fiscal 2020 for each of the Named Executive Officers: Nonqualified Deferred Compensation Named Executive Officer Company Contributions in Fiscal 2020 (1) Aggregate Earnings in Fiscal 2020 (2) Aggregate Withdrawals/Distributions in Fiscal 2020 Aggregate Forfeitures in Fiscal 2020 Aggregate Balance at September 30, 2020 (3) Jason A. Kulas $ — $ — $ — $ — $ — Timothy K. Jugmans — — — — — Philip E. Cohen — — — — — Lachlan P. Given 60,000 (12,459) — — 492,012 Thomas H. Welch Jr. 41,000 (18,741) — — 819,999 Stuart Grimshaw 100,000 (30,116) — — 941,210 Daniel M. Chism 45,000 — (173,140) — — (1) These amounts were included in the Summary Compensation Table above in the column labeled “All Other Compensation.” (2) These amounts were not included in the Summary Compensation Table as the earnings were not in excess of market rates. 105 Table of Contents (3) Of the Aggregate Balance at September 30, 2020, the following amounts were previously reported as compensation in the Summary Compensation Tables for prior years: $300,000 for Mr. Given, $523,504 for Mr. Welch, $500,000 for Mr. Grimshaw, $90,000 for Mr. Chism,. 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 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 Jason A. Kulas 2020 $ 12,138 $ 812 $ 3,505 $ — $ 40,000 $ 56,455 2019 — — — — 40,000 40,000 2018 — — — — — — Timothy K. Jugmans 2020 — 1,392 4,254 — — 5,646 2019 — 1,392 4,791 — — 6,183 2018 — 1,392 4,271 — — 5,663 Philip E. Cohen 2020 13,896 1,392 5,740 — — 21,028 2019 — — — — — — 2018 — — — — — — Lachlan P. 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 Thomas H. Welch Jr. 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 Daniel M. 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, 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. (2) Represents group life insurance premiums paid on behalf of the Named Executive Officers. The benefit provides life and accidental death and dismemberment coverage for the Named Executive Officers at three times annual salary up to a maximum of $1 million. (3) Includes Company contributions to the 401(k) plan and the Supplemental Executive Retirement Plan. (4) The amounts shown as Other Benefits include the following: Mr. 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. Mr. Welch — The amounts shown represent Company-paid subsidy for health club membership. Mr. 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. Mr. 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. 106 Table of Contents • 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: Salary Incentive Bonus Healthcare Payments Accelerated Vesting of Restricted Stock (1) Accelerated Vesting of SERP Balance Other Resignation for Good Reason: Jason A. Kulas $ 850,000 $ — $ — $ — $ — $ — Timothy K. Jugmans 370,000 — — — — — Philip E. Cohen — — — — — — Lachlan P. Given 600,000 — — — — — Thomas H. Welch Jr. 410,000 — — — — — Termination Without Cause: Jason A. Kulas 850,000 — — — — — Timothy K. Jugmans 370,000 — — — — — Philip E. Cohen — — — — — — Lachlan P. Given 600,000 — — — — — Thomas H. Welch Jr. 410,000 — — — — — Death or Disability: Jason A. Kulas — — — 456,563 — — Timothy K. Jugmans — — — 134,573 — — Philip E. Cohen — — — — — — Lachlan P. Given — — — 1,276,860 120,000 — Thomas H. Welch, Jr. (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). (2) Mr. 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). 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 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 107 Table of Contents 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. Mr. 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 Matthew W. Appel $ 147,500 $ 112,116 $ 259,616 Zena Srivatsa Arnold 80,000 112,116 192,116 Shelagmichael Brown 80,000 112,116 192,116 Hugo R. Dooner 33,333 63,952 97,285 Jason A. Kulas (2) 40,000 112,116 152,116 Pablo Lagos Espinosa 95,000 112,116 207,116 Kent V. Stone 80,000 112,116 192,116 Gary L. Tillett 80,000 112,116 192,116 Robert W. K. (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. 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. 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. (2) Mr. 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. 108 Table of Contents ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Equity Compensation Plans Stockholders have approved the 2010 Long-Term Incentive Plan, which we currently use for stock incentive awards. These awards can be in the form of stock options, stock appreciation rights, stock bonuses, restricted stock, restricted stock units, performance units or performance shares. We do not have any equity compensation plans that were not approved by stockholders. The following table summarizes information about our equity compensation plans as of September 30, 2020: Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options (a) (1) Weighted Average Exercise Price of Outstanding Options (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity compensation plans approved by security holders — $ — 1,344,115 Equity compensation plans not approved by security holders — — — Total — $ — 1,344,115 (1) Exclude s 1,108,920 share s of unvested restricted stock that were outstanding as of September 30, 2020. 109 Table of Contents Stock Ownership Phillip E. 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 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 Common Stock Class B Voting Common Stock Beneficial Owner Number Percent Number Percent Voting Percent MS Pawn Limited Partnership (a) MS Pawn Corporation Phillip Ean Cohen 2500 Bee Cave Road Bldg One, Suite 200 Rollingwood, Texas 78746 2,974,047 (b) 5.38 % (b) 2,970,171 100 % 100 % Blackrock, Inc. 55 East 52 nd Street New York, New York 10055 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 4,310,876 (c) 8.24 % — — — Vanguard Group, Inc. P.O. 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 % — — — Matthew W. Appel 111,071 * — — — Zena Srivatsa Arnold 33,352 * — — — Shelagmichael Brown 33,352 * — — — Hugo R. Dooner 12,346 * Pablo Lagos Espinosa 140,771 * Jason A. Kulas 40,352 * Kent V. Stone 33,352 * Gary L. Tillett 33,352 * Robert W. K. Webb 33,352 * Rosa Zeegers 33,352 * Timothy K. Jugmans 20,200 (d) * — — — Lachlan P. Given 443,058 (e) * — — — Thomas H. Welch, Jr. 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. Mr. Cohen is the sole stockholder of MS Pawn Corporation. (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. (c) As of September 30, 2020 based on Form 13F. (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. 110 Table of Contents (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. ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Related Party Transactions Review and Approval of Transactions with Related Persons The Board of Directors has adopted a written comprehensive policy for the review and evaluation of all related party transactions. Under that policy, the Audit Committee is charged with the responsibility of (a) reviewing and evaluating all transactions, or proposed transactions, between the Company and a related person and (b) approving, ratifying, rescinding or taking other action with respect to each such transaction. 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 The Board of Directors believes that the interests of the stockholders are best served by having a substantial number of objective, independent representatives on the Board. For this purpose, a director is considered to be independent if the Board determines that the director does not have any direct or indirect material relationship with the Company that may impair, or appear to impair, the director’s ability to make independent judgments. 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: Director Status (a) Matthew W. Appel Independent Zena Srivatsa Arnold Independent Shelaghmichael Brown Independent Phillip E. Cohen Not independent (b) Hugo R. Dooner Independent Stuart I. Grimshaw Not independent (b) Jason A. Kulas Not independent (b) Pablo Lagos Espinosa Independent Kent V. Stone Independent Gary L. Tillett Independent Robert W. K. (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. (b) Mr. 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. Mr. 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. 111 Table of Contents ITEM 14 — PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table presents all fees we incurred in connection with professional services provided by BDO USA, LLP for fiscal 2020 and 2019: Year Ended September 30, 2020 2019 Audit of financial statements and audit pursuant to section 404 of the Sarbanes-Oxley Act and quarterly reviews $ 1,695,400 $ 1,870,875 Audit related fees — — Tax fees — — 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. The amounts shown for fiscal 2019 include an increase of $163,500 in fees that were billed above our initial estimates for fiscal 2019 after we filed our Annual Report on Form 10-K for the year ended September 30, 2019. The Audit Committee has adopted a policy requiring its pre-approval of all fees to be paid to our independent audit firm, regardless of the type of service. All non-audit services were reviewed with the Audit Committee, which concluded that the provision of such services by BDO USA, LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. 112 Table of Contents PART IV ITEM 15 — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as a part of this 10-K: (1) Financial Statements The following consolidated financial statements of EZCORP, Inc. are included in “Part II — Item 8 — Financial Statements and Supplementary Data”: • Report of Independent Registered Public Accounting Firm (2020 and 2019) — BDO USA, LLP • Consolidated Balance Sheets as of September 30, 2020 and 2019 • Consolidated Statements of Operations for each of the three years in the period ended September 30, 2020 • Consolidated Statements of Comprehensive (Loss) Income for each of the three years in the period ended September 30, 2020 • Consolidated Statements of Cash Flows for each of the three years in the period ended September 30, 2020 • Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended September 30, 2020 • Notes to Consolidated Financial Statements. (2) Financial Statement Schedules 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. ITEM 16 — FORM 10-K SUMMARY None. 113 Table of Contents Exhibits 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 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 , 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 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 10-Q 0-19424 10.7 July 31, 2017 10.11 Transition Employment Agreement between the Company and Stuart I. Grimshaw, dated November 14, 2020 x 21.1 List of Subsidiaries of EZCORP, Inc. x 23.1 Consent of BDO USA, LLP, Independent Registered Public Accounting Firm x 31.1 Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 x 31.2 Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 x 32.1† Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 x 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) _____________________________ 114 Table of Contents * Identifies Exhibit that consists of or includes a management contract or compensatory plan or arrangement. † 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. 115 Table of Contents SIGNATURES 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: EZCORP, Inc. Date: December 14, 2020 By: /s/ Jason A. Kulas Jason A. Kulas, 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: Signature Title Date /s/ Jason A. Kulas Chief Executive Officer and Director (principal executive officer) December 14, 2020 Jason A. Kulas /s/ Timothy K. Jugmans Interim Chief Financial Officer (principal financial officer) December 14, 2020 Timothy K. Jugmans /s/ Phillip E. Cohen Executive Chairman of the Board December 14, 2020 Phillip E. Cohen /s/ Matthew W. Appel Director December 14, 2020 Matthew W. Appel /s/ Zena Srivatsa Arnold Director December 14, 2020 Zena Srivatsa Arnold /s/ Shelaghmichael Brown Director December 14, 2020 Shelaghmichael Brown /s/ Hugo R. Dooner Director December 14, 2020 Hugo R. Dooner /s/ Pablo Lagos Espinosa Director December 14, 2020 Pablo Lagos Espinosa /s/ Kent V. Stone Director December 14, 2020 Kent V. Stone /s/ Gary L. Tillett Director December 14, 2020 Gary L. Tillett /s/ Robert W. K. Webb Director December 14, 2020 Robert W. K. Webb /s/ Rosa Zeegers Director December 14, 2020 Rosa Zeegers /s/ Fred Herman Chief Accounting Officer (principal accounting officer) December 14, 2020 Fred Herman 116