What changed in this filing

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Item 9A. Controls and Procedures

2021-11-17 compared with 2020-12-14 · 488 added, 749 removed, 731 unchanged (63% of the section changed)

ITEM 9A — CONTROLS AND PROCEDURES

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.

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

In connection with the preparation of this Annual Report on Form 10-K, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2021.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2021.

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.

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

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

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

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

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

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

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

In connection with the preparation of this Annual Report on Form 10-K, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2021 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on that assessment, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of September 30, 2021.

Our internal control over financial reporting as of September 30, 2021 has been audited by our independent registered public accounting firm, as stated in their report appearing below.

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2021, 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.

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, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended September 30, 2021, and the related notes, and our report dated November 17, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

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Dallas, Texas

December 14, 2020

November 17, 2021

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.

For the year ended September 30, 2021, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that, in the aggregate, have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Internal Controls

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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

ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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:

Set forth below are the names of the persons who, as of November 1, 2021, constituted our Board of Directors and their ages and committee assignments as of that date:

Name Age Committees

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

Zena Srivatsa Arnold 42 Nominating

Shelaghmichael Brown 71 Audit, People and Compensation

Appel 65 Audit, People and Compensation, Nominating (Chair), Lead Independent Director

Zena Srivatsa Arnold 43 Audit, People and Compensation, Nominating

Cohen (Executive Chairman) 74 —

Pablo Lagos Espinosa 65 People and Compensation (Chair)

Stone 62 Nominating

Tillett 61 Audit

(Robb) Webb 64 People and Compensation

Rosa Zeegers 60 Nominating

Pablo Lagos Espinosa 66 Audit, People and Compensation (Chair), Nominating

Tillett 62 Audit (Chair), People and Compensation, 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;

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Appel joined EZCORP as a director in January 2015.

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

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

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

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

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

President, BPO Management;

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

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

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

Arnold has over 15 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.

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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.

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.

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.

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.

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 has been an owner of, and advisor to, the Company for over 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.

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industry knowledge;

experience in

developing growth strategies.

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

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.

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

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.

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Lagos joined EZCORP as a director in October 2010.

He is Chair of the People and Compensation Committee.

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

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

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Since his retirement in December 2008, Mr.

Lagos has been an investor and consultant in various private business ventures 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.

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 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.

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legislative and government relations experience.

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.

Stone’s extensive banking experience includes retail branch management, digital channels, mortgage lending, private banking, product and segment management, and marketing.

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.

Tillett — Mr.

Tillett has been a director since April 2019.

Tillett has been a director since April 2019 and serves as Chair of the Audit Committee and a member of the People and Compensation Committee and the Nominating Committee.

He has more than 38 years of experience in public accounting and business management.

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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.

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.

Tillett retired from his position with Ditech in February 2018 after assisting with the development and execution of the company’s financial restructuring plan.

Tillett left PwC in 2014 to take the role of Executive Vice President and Chief Financial Officer of Walter Investment Management Corp., then a publicly traded independent originator and servicer of residential mortgage loans.

Walter Investment Management Corp.

initiated Chapter 11 bankruptcy proceedings in November 2017 and successfully completed a financial restructuring plan in February 2018 and changed its name to Ditech Holding Corp..

Tillett retired from his position in February 2018 after assisting with the development and execution of the financial restructuring plan.

During early 2020 and for a significant portion of 2021, Mr.

Tillett assisted a private mortgage servicing company in a financial consulting role.

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.

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personnel development.

(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.

and various human resources and organizational development roles with Westinghouse Canada (1979-1988).

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.

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.

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.

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).

Zeegers began her career at Unilever PLC in The Netherlands, where she served in various marketing and sales positions of progressive responsibility.

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:

Set forth below are the name, age and position of each of the persons serving as our executive officers as of November 1, 2021:

Name Age Title

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Given 44 Chief Strategy, M&A and Funding Officer

Jugmans 44 Interim Chief Financial Officer

Kuthy Saenger 55 President, Latin America Pawn

Jugmans 45 Chief Financial Officer

John Blair Powell, Jr.

52 President, U.S.

53 President, Global Pawn

Keith Robertson 57 Chief Information Officer

Sunil Sajnani 41 Chief Audit and Loss Prevention Executive

Nicole Swies 43 Chief Revenue and Operations Officer

Lisa VanRoekel 52 Chief Human Resources Officer

66 Chief Legal Officer and Secretary

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

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

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

Given is the Chief Strategy, M&A and Funding Officer, having been appointed to that role in September 2020.

He has responsibility for overseeing the Company’s strategic planning;

mergers, acquisitions and strategic investments;

and capital market and institutional funding activities.

From September 2019 to September 2020, he was the Chief M&A and Strategic Funding Officer.

He also 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.

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.

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.

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.

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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.

Jugmans serves as Chief Financial Officer, having been appointed to that role in May 2021.

He served as Interim Chief Financial Officer from September 2020 to May 2021.

Prior to that, he served as Vice President, Treasury and M&A since December 2016 and as a consultant to EZCORP performing similar duties since March 2015.

From January 2015 to December 2016, Mr.

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

and Morgan Schiff & Co., Inc.

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

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

He 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.

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

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

Kuthy Saenger — Mr.

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

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).

Kuthy held previous positions in business development, sales administration, operations and field management with Bachoco, S.A.

(1997 to 2004), Sabritas, S.A.

(1997) and Wal-Mart’s Mexican subsidiary (1989 to 1997).

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

From April 2015 to April 2021, he served as a non-executive board member of Ratecity Pty Ltd., which operates one of Australia’s leading financial comparison sites.

John Blair Powell, Jr.

Powell serves as President, U.S.

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

He was appointed to that position in September 2020.

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

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

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

Powell serves as President, Global Pawn.

He joined EZCORP in 1989 as a pawnbroker in Houston, Texas, and during his 30+-year tenure at EZCORP, has 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 was our top Operations Administration executive for the 13 years, most recently serving as Chief Customer Service Officer for Global Pawn.

Powell was named President, US Pawn in September 2020 and was promoted to President, Global Pawn in October 2021.

In that role, he has responsibility for store-level operations for all of the Company’s locations worldwide.

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.

Robertson is our Chief Information Officer.

He joined the Company in October 2018 as Senior Vice President, Global IT and New Ventures, and was promoted to his current position in November 2019.

Prior to joining the Company, he spent seven years at AIG, working on a global transformation of the IT systems, facilities and workforce.

From 1989 until 2011, Mr.

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

Sunil Sajnani — Mr.

Sajnani joined the Company in April 2020 and serves as Chief Audit and Loss Prevention Executive.

Prior to joining the Company, he spent six years at Santander Consumer USA in multiple leadership roles, initially as Chief Audit Executive and most recently as Executive Vice President, Head of Digital and Service for Others.

Prior to Santander Consumer, Mr.

Sajnani held a variety of management positions at Conn’s, Inc., most recently serving as the Head of Internal Audit, Enterprise Risk Management and Regulatory Compliance.

He began his career with PricewaterhouseCoopers in Transaction Advisory Services, mainly serving large banks and specialty finance institutions.

Sajnani received a bachelor’s degree in Financial Economics from the University of Michigan at Ann Arbor and a master’s degree in accounting from Eastern Michigan University.

He is a Certified Public Accountant and a Certified Regulatory Compliance Manager.

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.

Swies is our Chief Revenue and Operations Officer, having been appointed to that position in September 2020.

In October 2021, she was given the additional responsibility for overseeing global operations administration, marketing and the earning assets teams.

Swies 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.

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

Lisa VanRoekel — Ms.

VanRoekel is the Chief Human Resources Officer, having joined the Company in January 2021.

Prior to joining the Company, Ms.

VanRoekel spent 19 years in expanding roles with Grupo Santander, one of the world’s largest international banks serving over 100 million customers with 187,000 employees.

As an expert leading cultural change and innovative large-scale organizational transformation, Ms.

VanRoekel led the Human Resources functions at Santander Digital (USA, Spain and UK), Santander Consumer USA and Santander Bank, N.A.

Her most recent role with Grupo Santander was Group Vice President:

Human Resources at Santander Digital, where she was responsible for successfully building digital and innovation talent across the U.S., Europe and Latin America.

Prior to joining

Grupo Santander, she was Director of Human Resources at Allied Riser Communications.

VanRoekel holds B.S.

degrees in Journalism from Texas A & M Commerce (formerly East Texas State University).

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

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Section 16(a) Beneficial Ownership Reporting Compliance

Based on written representations and a review of the relevant Forms 3, 4 and 5, during fiscal 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.

Based on written representations and a review of the relevant Forms 3, 4 and 5, during fiscal 2021 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.

Code of Conduct

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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.

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 Company has relied on the Controlled Company exemptions in the past, but 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.

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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.

Tillett, Chair of the committee, and Mr.

Appel are “financial experts” 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.

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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.

In addition to the number of official Board meetings noted below, the independent directors held two other meetings that were not considered official meetings of the Board due to the absence of a quorum.

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

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People and Compensation Committee 10 —

Nominating Committee 4 2

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

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

ITEM 11 — EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

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Kulas Chief Executive Officer

Jugmans (2) Interim Chief Financial Officer

Jugmans Chief Financial Officer

Cohen Executive Chairman

Given Chief Strategy, M&A and Funding Officer

Chief Legal Officer and Secretary

Grimshaw (3) Former Chief Executive Officer

Chism (4) Former Chief Financial Officer

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

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

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

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

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

Kuthy Saenger (1) President, Latin America Pawn

Kuthy served as an executive officer in the position indicated during all of fiscal 2021.

Effective October 12, 2021, we realigned our executive management team and store operations into a Global Pawn organization, reporting to the President, Global Pawn.

In connection with that realignment, Mr.

Kuthy assumed the role of President, Mexico Pawn and is no longer an executive officer.

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.

Philosophy and Goals — We have designed our executive compensation program to accomplish the following primary goals:

Attract and retain high performers

• Compensation is competitive to attract and retain high performers

• When performance objectives are achieved, resulting pay is competitive with market

• When performance is outstanding and exceeds performance objectives, resulting pay is positioned above, and potentially near the top of, the market

Pay for performance • The majority of compensation is performance-based (short-and long-term)

• These performance-based incentives are tied to the achievement of financial and strategic objectives, recognizing company-wide and individual performance

Shareholder alignment • The value of equity awards is dependent on our stock performance and the achievement of objective financial goals

• Equity incentives will have the greatest weight in the mix of variable compensation for executives

Long-term commitment • Equity incentive awards vest over multiple years to align executives with the investment horizon of long-term shareholders

• After vesting, executives are subject to stock ownership requirements

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

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þ Maintain an incentive clawback policy

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

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

Compensation Components — “Total direct” compensation is composed of four 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

• A market-competitive salary.

A market-competitive salary to provide a fixed annual cash income

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.

Annual cash incentive opportunity tied to an assessment of annual corporate and business unit financial performance, as well as individual contributions

Long-term incentives

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

Equity incentive grants of performance-vested restricted stock units tied to achievement of earnings-based goals

Executive retirement

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

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.

Annual retirement plan contributions that vest over three years

The Committee reviews the executive pay mix on an annual basis.

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

Benchmarking and Peer Group Data

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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.

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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.

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

Mercer (US) Inc.

(“Mercer”), the Committee’s independent compensation consultant, delivered its Fiscal 2021 Executive Compensation Competitive Market Assessment (the “FY21 Mercer Executive Compensation Report”) to the Committee in August 2020 in connection with the Committee’s review and evaluation of the executive compensation program and pay levels for fiscal 2021.

For that report, Mercer collected competitive pay data for a peer group of 12 publicly traded companies reviewed and approved by the Committee in July 2020.

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

The fiscal 2021 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

AAN Home Furnishing Retail

Cardtronics Plc CATM Data Processing and Outsourced Services — Fintech

Cardtronics Inc.

CATM Data Processing and Outsourced Services — Fintech

CONN Computer and Electronics Retail

Enova ENVA Consumer Finance

CURO Group Holdings Corp.

CURO Consumer Finance

Enova International, Inc.

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

GreenSky, Inc.

GSKY Data Processing and Outsourced Services

LendingClub Corporation LC Consumer Finance

MoneyGram International, Inc.

MGI Data Processing and Outsourced Services — Fintech

Oportun Financial Corporation OPRT Consumer Finance

Regional Management Corp.

RM Consumer Finance

Rent-A-Center, Inc.

RCII Computer and Electronics Retail

World Acceptance Corporation WRLD Consumer Finance

ZUMZ Apparel Retail

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

When the peer group was approved by the Committee, the Company was within an appropriate range across the primary scoping metrics used to evaluate the peer group, as follows:

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.

Total Revenues (TTM) $361 to $2,675 43%

1-Year Revenue Growth (9)% to 26% 45%

3-Year Annual Revenue Growth (11)% to 25% 45%

Market Capitalization $177 to $2,891 47%

Mercer used peer group data from the most recently available proxy filings to benchmark the CEO position and CFO position (which was open at the time), and used data from its 2019 Executive Remuneration Survey to benchmark the other executive officer positions.

Additional data from other published surveys was used as secondary reference points.

The data was aged, scoped and adjusted appropriately to provide meaningful comparisons for our U.S.

and Latin American executive officers.

(Note — The FY21 Mercer Executive Compensation Report did not include any benchmarking information for the Executive Chairman position, as our Executive Chairman, Mr.

Cohen, is subject to a special multi-year compensation arrangement that was approved by the full Board in September 2019.

See “Compensation Discussion and Analysis — Summary of Fiscal 2019 Compensation Actions — Executive Chairman” in our Annual Report on Form 10-K for the year ended September 30, 2019.)

The FY21 Mercer Executive Compensation Report was prepared and delivered prior to the implementation of strategic initiatives in the fourth quarter of fiscal 2020 to refocus on our core pawn business and optimize our cost structure.

Those strategic initiatives included significant realignment of our executive officers, including departures, new appointments and consolidation of responsibilities.

Consequently, much of the detailed benchmarking information included in the FY21 Mercer Executive Compensation Report is not relevant to an analysis of actual executive compensation for fiscal 2021, but the report does contain the following general observations, which the Committee took into consideration in evaluating and approving fiscal 2021 executive compensation in November 2020:

• The Company’s executive compensation program tends to overweight cash compensation and underweight long-term incentives relative to the market, particularly for the CEO.

• Total direct compensation (cash compensation plus long-term incentive) is below the 25th percentile for the CEO, reflecting below-market long-term incentives.

• Our long-term incentives are 100% performance-based, resulting in greater performance orientation than peers, but with lower upside and an earnings-only focus.

Components of Compensation and Fiscal 2021 Executive Compensation Actions

Our executive compensation program consists of four main elements:

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

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

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

Consideration of the Impact of COVID-19

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

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

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

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

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

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

and Latin America.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Those initiatives and accomplishments included the following:

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

and Mexico stores open throughout the pandemic.

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

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

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

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

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

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

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

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

and Latin America.

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

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

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

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

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

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.

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.

Each of these components is discussed in more detail below, along with the compensation actions that were taken during fiscal 2021.

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

The base salaries of our executive officers are reviewed and adjusted (if appropriate) annually to reflect, among other things, individual performance, review of market data, experience in role, macro-economic conditions and internal equity.

In November 2020, the Committee determined that the base salaries for each of the Named Executive Officers would be held flat for fiscal 2021, noting that both Mr.

Kulas and Mr.

Jugmans had received base salary increases during the fourth quarter of fiscal 2020 in connection with their promotions to Chief Executive Officer and Interim Chief Financial Officer, respectively.

The Committee also believed that the base salaries for the other three Named Executive Officers, when considered in the context of their total direct compensation, continued to reflect the appropriate positioning versus the competitive market data.

The following table shows, for each Named Executive Officer, the base salaries that were in effect for fiscal 2021 and 2020:

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Given (3) $ 600,000 $ 600,000 0%

$ 410,000 $ 410,000 —%

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

Chism (4) $ 450,000 $ 450,000 —%

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

Kulas in his role as Chief Executive Officer.

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

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

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

Jugmans in that role.

Prior to such appointment, Mr.

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

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

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

Grimshaw at that time.

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

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

Chism at that time.

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

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

This amount was the product of the negotiations with Mr.

Kulas and reflected Mr.

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

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

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

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

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

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

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

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

Given and Mr.

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

Kuthy Saenger (4) $ 400,000 $ 400,000 0%

(1) Mr Kulas joined the Company as President and Chief Financial Officer in February 2020 and was promoted to Chief Executive Officer in July 2020.

The Fiscal 2020 Base Salary shown is the annualized salary he had while serving as Chief Executive Officer.

Jugmans was appointed Interim Chief Financial Officer in September 2020.

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

The Fiscal 2020 Base Salary shown is the annualized salary that he had while serving as Interim Chief Financial Officer.

Jugmans was promoted to Chief Financial Officer in May 2021.

Given held the position of Chief M&A and Funding Officer until September 2020, when he was given additional responsibility for oversight of the design and implementation of the Company’s strategic plan and initiatives and promoted to Chief Strategy, M&A and Funding Officer.

Kuthy is paid in Mexican Pesos, and the amounts shown represent the annualized USD equivalents.

In October 2021, the Committee determined that the base salaries for the Named Executive Officers, other than Mr.

Jugmans, would be held flat for fiscal 2022.

Jugmans’ fiscal 2022 base salary will be increased to $420,000 to reflect his promotion to Chief Financial Officer and better align to market competitiveness.

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:

Our executive officers, as well as other key Team Members, are eligible to participate in our annual short-term incentive (“STI”) plan.

The plan is designed to provide financial reward contingent on achievement of annual corporate and business unit financial results, as well as personal objectives tied to our strategic goals.

As discussed in our Annual Report on Form 10-K for the year ended September 30, 2020 (the “2020 Annual Report”), the COVID-19 pandemic significantly affected our business during the second half of fiscal 2020 and continued into fiscal 2021.

That effect manifested itself principally in the form of a drop in our pawn loan balances across all geographies.

We entered fiscal 2021 expecting to post operating losses for the year as we focused on recovery and rebuilding the pawn loan portfolio.

Our key strategic initiatives for the year centered on cost reduction and simplification, strengthening our core pawn business through optimization and modernization, and innovation to broaden our customer engagement.

It was in this context that the Committee considered the STI plan for fiscal 2021.

The following is a summary of the terms of the fiscal 2021 STI plan, which the Committee approved in February 2021 after significant deliberations regarding the appropriate performance measures:

• The fiscal 2021 STI plan provides cash bonus opportunities based on achievement of specified performance goals.

The bonus opportunity for each participant was a function of a designated target amount (stated as a percentage of base salary) and a business performance modifier based on the achievement of specified EBITDA-based performance goals for the Company as a whole (consolidated) and each business unit.

• The plan was subject to a “Company Performance Gate,” such that no participant would have received a payout if the Company did not achieve the minimum level of Adjusted EBITDA required for a corporate-level payout.

• If the Company Performance Gate was achieved, participants would have the opportunity to earn an incentive bonus equal to 50% of their target amount.

Performance at target levels would yield a bonus opportunity equal to 100% of the target amount.

Any payout in excess of 100% of target amounts was at the discretion of the Committee.

The final payout amount for each participant was subject to an evaluation of the participant’s individual performance.

• The Committee retained discretionary authority to make adjustments to the reported EBITDA as it, in its sole discretion, determined to be necessary, appropriate or desirable to take into consideration special events or other circumstances reasonably beyond management’s control (referred to as “Adjusted EBITDA”).

• The performance goals at target levels were equal to 100% of the EBITDA shown in the Board-approved budget for fiscal 2021 (excluding any impact of our investment in Cash Converters), as follows:

Consolidated, $1.8 million;

US Pawn, $42.6 million;

and Latin America Pawn, $18.2 million.

The threshold levels (i.e, the performance needed to achieve 50% payout) were set at 75% of the target levels, and the Company Performance Gate was set at 75% of the consolidated target level.

The following table sets forth the fiscal 2021 STI target (stated as a percentage of base salary) for each of the Named Executive Officers.

Jugmans and Mr.

Given, the target bonus was heavily-weighted towards the corporate-level performance goal (80% for Mr.

Kulas and 70% for Mr.

Jugmans and Mr.

Given), with the remainder being weighted toward individual performance.

Kuthy’s target bonus was weighted 50% toward the Latin America Pawn business unit performance goal, 20% toward the corporate-level performance goal and 30% toward individual performance.

Named Executive Officer (1) Fiscal 2021 Target Amount (as a % of base salary)

Kulas (1) 150%

Jugmans (2) 60%

Cohen (3) 100%

Given (4) 75%

Stuart Grimshaw 225%

(1) The percentage shown represents Mr.

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

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

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

Kulas’ start date (February 28, 2021).

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

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

(2) The percentage shown represents Mr.

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

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

Jugmans STI target percentage was 50%.

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

Kuthy Saenger 100%

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.

Pursuant to those terms, he had the opportunity to earn an incentive award of up to 100% of his base salary.

See “Executive Chairman Incentive Award” below.

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

Given at the beginning of the year.

Effective September 1, 2020, Mr.

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

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

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

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

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

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

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

The amount of each Named Executive Officer’s STI bonus opportunity at the Threshold and Target levels is set forth in the “Grants of Plan-Based Awards” table under “Incentive Plan Based Awards” below.

During fiscal 2021, the Company’s Adjusted EBITDA performance ($67.6 million) significantly exceeded the specified Company Performance Gate, as well as the consolidated target established for 100% STI payout.

In addition, the Adjusted EBITDA performance of the US Pawn business unit ($96.2 million) was 226% of the specified business unit target, while the Adjusted EBITDA performance of the Latin America Pawn business unit ($22.8 million) was 125% of the specified business unit target.

The Committee noted that some of this over-performance was attributable to factors outside of management’s control (e.g., the timing of COVID-related economic stimulus payments in the U.S.), as well as the relative difficulty in accurately forecasting business performance at the time the budgeted targets were set and approved.

The Committee also recognized, however, that much of the over-performance was attributable to specific management actions and initiatives implemented and completed over the course of the year, including the following:

• Business model transformation — Focusing on loan yields and effective inventory management.

• Business simplification — Focusing on customer engagement and business fundamentals.

• Cultural transformation — Increasing Team Member satisfaction, tenure and performance at all levels.

• Growth — Increasing store count through acquisition and de novo activities.

• Efficiency — Continued focus on cost savings and efficiencies.

• Innovation — Implementing marketing, customer engagement and retention strategies.

The Adjusted EBITDA numbers used for purposes of measuring performance for STI purposes contained adjustments only for constant currency for Latin America Pawn and were substantially similar to the corresponding actual numbers based on GAAP results.

Following a consideration of all of these factors, along with the consolidated and business unit EBITDA performance for the year, the Committee approved performance modifiers of 125% for consolidated, 140% for US Pawn and 100% for Latin America Pawn.

Payouts for individual participants were subject to adjustments, up or down, for individual performance.

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

Those amounts were calculated as follows:

Named Executive Officer (1) FY21 Base Salary Target Percentage Target Payout STI Payout FY21 Percent of Target Awarded

Kulas $ 850,000 150% $ 1,275,000 $ 1,593,750 125%

Jugmans $ 370,000 60% $ 222,000 $ 302,500 136%

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

Given $ 600,000 100% $ 600,000 $ 770,000 128%

55% $ 135,300 $ 246,000

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

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

Kulas’ start date (February 28, 2021).

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

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

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

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

See “Executive Chairman Incentive Award” below.

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

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

Kuthy Saenger $ 400,000 100% $ 400,000 $ 364,286 91%

Cohen’s bonus payout was calculated as described below under “Executive Chairman Incentive Award.”

In October 2021, the Committee approved the STI plan for fiscal 2022.

The fiscal 2022 STI plan contains the same basic design elements as the fiscal 2021 plan, except that consolidated and business unit EBITDA performance will determine overall plan funding (ranging from 0% to 150% of target), with individual payouts based on individual performance.

For fiscal 2022, the Target Amount percentages for each of the continuing Named Executive Officers will be as follows:

Jugmans, 80%;

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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.

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

All of our executive officers are eligible to receive LTI awards.

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

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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.

Grant frequency — The Committee considers new LTI grants for all executive officers annually.

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 and communicated.

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

Jugmans Fiscal 2018 13,926 11,605

Given Fiscal 2014 75,000 68,750

Fiscal 2018 94,737 78,948

Fiscal 2018 43,158 35,965

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Named Executive Officer (1) Original Award Available for Vesting

Fiscal 2021 Actions — During and after fiscal 2021, the Committee took the following actions regarding LTI awards:

• Fiscal 2021 LTI awards — In February 2021, the Committee approved the design and structure of the fiscal 2021 LTI awards and authorized the issuance of awards to our executive officers and other key employees.

The following is a summary of the terms of the approved fiscal 2021 LTI plan:

• The number of units awarded to each participant was determined by dividing the participant’s LTI target amount (based on a percentage of base salary) by $5.03, the closing trading price of our Class A Non-Voting Common Stock on September 30, 2020.

The following table sets forth, for each Named Executive Officer, the LTI target and the number of units awarded:

Named Executive Officer (1) Percentage of Base Salary LTI Target Amount Number of Units

Kulas 150% $ 1,275,000 253,479

Jugmans 80% $ 296,000 58,847

Given 100% $ 600,000 119,294

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.

Kuthy Saenger 100% $ 400,000 65,209

Cohen is subject to a separate incentive program and is not eligible for LTI awards.

See “Executive Chairman Incentive Award” below.

• 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.

The Committee continues to consider 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;

it is the metric that primarily drives out 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 “Strategic Goals and Measures” framework;

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

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

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

Vesting for each year will be determined as follows:

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

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

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

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

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

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

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

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

Named Executive Officer Percent of Base Salary Number of Units

Kulas (1) 150% 129,517

• Performance will be measured over a three-year performance period (fiscal 2021, fiscal 2022 and fiscal 2023).

• The number of units awarded are allocated equally among the three years, with each year measured separately.

The number of units that will be available for vesting each year will be between 50% (assuming minimum threshold performance is achieved) and 150%, depending on the level of performance target achievement.

If the minimum threshold performance for any year is not achieved, no units allocated to that year will be available to vest at the end of

the performance period.

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

• At the end of the performance period (i.e., the end of fiscal 2023), the aggregate number of units that are available to vest from each of the three years will vest for those participants who remain in continuous, active employment with the Company through the performance period.

The Committee believes that this structure — combining the single-year focus of the performance targets with the deferral of vesting until the end of the three-year performance period — strikes the proper balance between ensuring that management is incentivized to maximize performance each year and rewarding consistent long-term performance.

• The Committee retains discretionary authority to make such adjustments to the reported net income as it, in its sole discretion, determines to be necessary, appropriate or desirable to take into consideration special events or other circumstances reasonably beyond management’s control (referred to as “Adjusted Net Income”).

• For fiscal 2021, the performance goat at target level was equal to 100% of the Net Income shown in the Board-approved budget for fiscal 2021 (i.e., a loss of $33.1 million).

The threshold level was set at 80% of the target level, and the maximum level was set at 120% of the target level.

During fiscal 2021, the Company’s Adjusted Net Income performance ($20.1 million) significantly exceeded the specified performance goal at the maximum level, and in November 2021, the Committee determined that 150% of the units allocated to fiscal 2021 are now available for vesting for those participants whose employment continues through the end of fiscal 2023.

For the Named Executive Officers, this includes 126,740 units for Mr.

Kulas, 29,424 units for Mr.

Jugmans, 59,643 units for Mr.

Given and 39,762 units for Mr.

• Vesting of fiscal 2019 awards — As described in our 2020 Annual Report, the outstanding fiscal 2019 LTI awards were modified in November 2020 in several respects.

First, the number of units available for vesting was reduced to take into account the COVID-19 impact on performance during the second half of fiscal 2020, and then the remaining units were subject to vesting based on fiscal 2021 net income performance, with 60% of the units vesting upon achievement of the base net income target and the remaining 40% vesting upon achievement of a more challenging “stretch” target.

The base net income target was equal to 100% of the net income shown in the Board-approved budget for fiscal 2021 (i.e., a loss of $33.1 million), and the stretch target would be achieved if the actual net income was a loss of $32 million or less.

As noted above, the Company’s Adjusted Net Income performance for fiscal 2021 significantly exceeded the stretch performance target, and in November 2021, the Committee approved the vesting of the outstanding fiscal 2019 LTI awards at the 100% level, including the following units for the Named Executive Officers:

Jugmans, 10,690;

Given, 70,093;

(2) 80% 50,773

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

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

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

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

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

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

Kuthy, 24,978.

• First-year performance of fiscal 2020 awards — As described in our 2020 Annual Report, the fiscal 2020 LTI awards were approved in November 2020.

The basic design of the FY20 LTI awards is substantially similar to the FY21 awards, except that (1) performance is measured over a two-year period (fiscal 2021 and fiscal 2022), with 50% of the units awarded being allocated to each year and (2) no more than 100% of the units allocated to a year may become available for vesting.

As noted above, the Company’s Adjusted Net Income performance for fiscal 2021 significantly exceeded the specified performance goal at the target level, and in November 2021, the Committee determined that 100% of the units allocated to fiscal 2021 are now available for vesting for those participants whose employment continues through the end of fiscal 2022.

For the Named Executive Officers, this includes 64,759 units for Mr.

Kulas, 8,853 units for Mr.

Jugmans, 37,152 units for Mr.

Given and 30,960 units for Mr.

• Fiscal 2022 Awards — In October 2021, the Committee approved fiscal 2022 LTI awards that are substantially similar in design to the fiscal 2021 awards.

The number of units awarded to each participant was determined by dividing the participant’s LTI target amount (based on a percentage of base salary) by $7.57, the closing trading price of our Class A Non-Voting Common Stock on September 30, 2021.

The following table shows the fiscal 2022 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

Named Executive Officer Percent of Base Salary LTI Target Amount Number of Units

Kulas 250% $ 2,125,000 280,713

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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.

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

• Vesting — The awarded Units 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).

Cohen’s achievement of individual performance objectives.

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.

Cohen’s achievement of individual performance objectives.

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

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At the beginning of fiscal 2021, 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.

Cohen received 298,210 Units (the “FY21 Units”), which was calculated by dividing the bonus opportunity ($1,500,000) by $5.03, the closing trading price of our Class A Non-Voting Common Stock on September 30, 2020.

In September 2021, the Committee reviewed and evaluated Mr.

Cohen’s individual performance during fiscal 2021, noting Mr.

Cohen’s valuable contributions in key strategic areas, including the following:

• Leading the Board as Executive Chairman and providing leadership and mentorship to key senior executives, including the CEO;

• Providing counsel and advice on key growth initiatives, including acquisitions and strategic investments and leading the process to assess opportunities in key markets and geographies;

• Providing counsel and advice on initiatives to improve store-level performance, including optimized lending practices, improved inventory management and enhanced Team Member engagement;

• Providing advice on appropriate and fiscally responsible funding and capital allocation decisions.

As noted above, the Committee has determined that the Company Performance Gate under the fiscal 2021 STI plan has been achieved.

See “Annual Short-Term Incentive” above.

Consequently, and taking into consideration the Committee’s previous evaluation of Mr.

Cohen’s individual performance, the Committee approved the vesting of 100% of the FY21 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.

Cohen’s incentive opportunity, 50% of those Units (or 149,105 Units) will be paid out on a per-Unit value of $7.57 (the closing trading price of our Class A Common Stock on September 30, 2021), translating to a cash payout of $1,128,725.

The remaining 50% of the FY21 Units (149,105 Units) will be paid at the end of fiscal 2022 based on the closing trading price of our Class A Non-Voting Common Stock on September 30, 2022.

At the beginning of fiscal 2022, Mr.

Cohen received 198,150 Units (the “FY22 Units), which was calculated by dividing the bonus opportunity ($1,500,000) by $7.57, the closing trading price of our Class A Non-Voting Common Stock on September 30, 2021.

The FY22 Units will be subject to the vesting and payout terms described above.

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:

We provide selected executives with a non-qualified Supplemental Executive Retirement Plan (“SERP”) to offer a competitive benefit and to assist in offsetting potential impacts of contribution limitations applicable to our 401(k) retirement savings plan.

For fiscal 2021, the Committee approved SERP contributions for each of the executive officers equal to 10% of base salary.

This resulted in the following SERP contributions for each of the Named Executive Officers (other than Mr.

Cohen and Mr.

Kuthy, who are not eligible for SERP contributions):

Named Executive Officer Fiscal 2021 SERP Contribution

Kulas $ 85,000

Jugmans $ 37,000

Given $ 60,000

Grimshaw (4) $ 100,000

Chism (5) $ 45,000

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

Jugmans is not eligible for SERP at this time.

Cohen is not eligible for SERP contributions.

(4) This amount became part of Mr.

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

Grimshaw following the termination of his employment.

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

Chism’s employment in February 2020.

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

Jugmans and Mr.

Those contributions were $85,000 for Mr.

In September 2021, the Committee approved fiscal 2022 SERP contributions equal to 10% of base salary for each of the executive officers (other than Mr.

For the continuing Named Executive Officers, those contributions were $85,000 for Mr.

Kulas, $42,000 for Mr.

Given and $41,000 for Mr.

Jugmans and $60,000 for Mr.

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.

These plans include medical, dental, life insurance 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

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

Brown and Mr.

Webb — each of whom is an independent director.

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

Lagos (Chair), Mr.

Arnold and Mr.

Tillett — each of whom is an independent director.

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

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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.

The Committee also oversees the Company’s human capital management (HCM) strategy, policies and activities, including succession planning and corresponding individual development in order to maintain the talent necessary to fulfill our operational and strategic objectives;

diversity and inclusion initiatives;

Team Member engagement;

and assessing the overall effectiveness of our HCM programs.

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.

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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.

Members of management, including the 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.

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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).

For the past two years, the Committee has retained Mercer as its independent compensation consultant.

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.

The Committee annually evaluates the independence of its independent compensation consultant in providing executive compensation consulting services, and in fiscal 2021 found no conflict of interest with respect to Mercer.

During fiscal 2021, Mercer, 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.

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.

These include:

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

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

We maintain the following policies to mitigate compensation risk:

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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.

The Required Multiple is 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.

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Other Executive Compensation Matters

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

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

• 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.

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

Cohen and Mr.

Kuthy, although Mr.

Kuthy is subject to statutory severance benefits in Mexico):

• Each of our executive officers will receive one year’s base salary (as a lump sum or in the form of salary continuation) if his or her employment is terminated by the Company without cause.

• Generally, restricted stock and restricted stock unit 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.

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.

In addition, each such executive has agreed that, for a period of one year

following the termination of employment with the Company, he or she will not compete with the Compan y (within a defined area) and will not solicit the Company's Team Members or suppliers.

Compensation Committee Report

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Pablo Lagos Espinosa, Chair

Shelaghmichael Brown

Zena Srivatsa Arnold

Compensation Committee Interlocks and Insider Participation

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

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.

None of the persons who served as members of the Compensation Committee during fiscal 2021 are or have ever been an officer of or employed by the Company, nor do they 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

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2019 — — $ 91,334 — $ 40,000 $ 131,334

Interim Chief Financial Officer

Chief Financial Officer

2021 $ 370,000 — $ 238,717 $ 302,500 $ 66,418 $ 977,635

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

Chief Legal Officer and Secretary

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

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

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

Stuart Grimshaw (5)

Former Chief Executive Officer

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

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

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

Former Chief Financial Officer

2020 192,115 — — — 506,623 698,738

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

Kuthy Saenger 2021 $ 418,435 — $ 277,164 $ 364,286 $ 85,121 $ 1,145,006

President, Latin America Pawn 2020 $ 369,887 $ 142,831 — — $ 81,950 $ 594,668

2019 $ 362,737 $ 275,161 $ 66,099 $ 79,928 $ 783,925

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(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.

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

The fiscal 2020 amount shown for Mr.

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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.

(3) For Named Executive Officers other than Mr.

Cohen, amounts represent the incentive bonuses paid pursuant to the Short-Term Incentive Compensation Plan.

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

Cohen, amount represent the incentive bonuses paid pursuant to the special incentive compensation arrangement described under “Compensation Discussion and Analysis — Components of Compensation — Executive Chairman Incentive Award.”

The fiscal 2020 amount for Mr.

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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.

Kuthy, amounts include statutory perquisites customary in Mexico.

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

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Kulas serving as non-executive chairman.

Until August 28, 2020, Mr.

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

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

Giv en, approximately $70,000 each year;

Gri mshaw, approximately $130,000 each year .

Kulas, approximately $128,000;

Giv en, approximately $71,000.

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.

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Kulas’ total annual compensation for fiscal 2021 was $3,284,952.

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.

That number is derived from the numbers set forth in the Summary Compensation Table above.

• Our median Team Member’s total annual compensation for fisca l 2021 was $20,561, consisting of gross annual wages, bonuses, overtime pay and other benefits.

• Based on those numbers, our CEO Pay ratio for fiscal 2021 is 160:1.

Kulas joined the Company four months into the fiscal year and then was promoted to CEO three-quarters through the fiscal year, the total compensation number shown in the Summary Compensation Table is not necessarily indicative of Mr.

Kulas’ typical total annual compensation for a full year as CEO.

Kulas’ total annual compensation, when considering base salary, short-term and long-term incentives at target levels and typical other compensation, is approximately $3,500,000.

When using that number, our CEO Pay Ratio is 252:1.

Our CEO Pay Ratio is based on the following methodology:

• We are using the same median Team Member for our fiscal 2020 CEO Pay Ratio calculation as we used in fiscal 2019, as there have been no changes in employee population or compensation arrangements that would result in a significant change to our pay ratio disclosure.

• When we identified our median Team Member last year, we selected gross wages as the most appropriate measure of compensation and applied that measure consistently across our Team Member population.

• When we identified our median Team Member, 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.

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• 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.

• Using this methodology, we determined that our median Team Member was a full-time store manager located in Guatemala where Team Member wages and cost of living are significantly lower than 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.

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Name Grant Date Threshold Target Maximum Threshold Target Maximum

Kulas 2/28/2020 $ 875,000 $ 970,086 $ 1,455,129 $ — $ — $ — $ —

Jugmans 12/2/2019 61,603 123,205 184,808 — — — —

Kulas 2/26/2021 $ 637,500 $ 1,275,000 N/A — — —

2/22/2021 126,740 253,479 380,219 $ 418,666

1/27/2021 64,759 129,517 129,517 $ 305,013

Jugmans 2/26/2021 $ 111,000 $ 222,000 N/A — — —

2/22/2021 59,642 119,284 178,926 $ 197,019

1/27/2021 8,853 17,706 17,706 $ 41,698

Cohen 2/26/2021 $ 1,500,000 $ 1,500,000 1,500,000 — — — —

Given 12/2/2019 231,148 462,295 693,443 — — — —

Given 2/26/2021 $ 300,000 $ 600,000 N/A — — —

2/22/2021 59,642 119,284 178,926 $ 197,019

Stuart Grimshaw 12/2/2019 1,125,000 2,250,000 3,375,000 — — — —

Chism 12/2/2019 135,000 270,000 405,000 — — — —

1/27/2021 37,152 74,303 74,303 $ 174,984

Kuthy Saenger 2/26/2021 $ 200,000 400,000 N/A — — —

2/22/2021 39,761 79,522 119,283 $ 131,345

1/27/2021 30,960 61,919 61,919 $ 145,819

(1) These amounts represent the potential payouts under the fiscal 2021 Short-Term Incentive Compensation Plan.

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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.

The “Threshold” reflects the amount that would be paid if the minimum performance goals are achieved.

Under the terms of the fiscal 2021 Short-Term Incentive Compensation Plan, the People and Compensation Committee retained discretion to award payouts in excess of 100%;

therefore, the “Maximum” amount was indeterminate .

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.

(2) The amounts shown for February 22, 2021 represent the fiscal 2021 awards (stated in number of units) under the Long-Term Incentive Plan, and the amount shown for January 27, 2021 represent the fiscal 2020 awards (stated in number of units) under the Long-Term Incentive Plan.

See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives.”

(3) Represents the estimated grant date fair value of equity awards, assuming payout at “Target” level.

This is the estimated amount of aggregate compensation cost we expect to recognize over the performance period, determined as of the grant date.

See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above.

Because of the structure of the fiscal 2021 and 2020 awards, each annual tranche of the awards is treated as a separate award for accounting purposes.

Consequently, the amounts shown represent only the grant date fair value of the first annual tranche (i.e., one-third of the fiscal 2021 awards and one-half of the fiscal 2020 awards).

The following table sets forth certain information about outstanding stock awards held by the Named Executive Officers as of the end of fiscal 2021.

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Outstanding Equity Awards at Fiscal Year-End

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)

Name Award Date Number of Shares or

Units of Stock

That Have Not Vested Market Value of Shares or

Units of Stock

That Have Not Vested (1)

Kulas 2/22/2021 253,479 $ 1,918,836

Jugmans 12/11/2018 12,828 (3) 64,525

1/27/2021 129,517 $ 980,444

Given 12/11/2018 84,112 (3) 423,083

Jugmans 2/22/2021 58,846 $ 445,464

1/27/2021 17,076 $ 129,265

12/11/2018 10,690 (2) $ 80,923

Given 2/22/2021 119,284 $ 902,980

1/27/2021 74,303 $ 562,474

12/11/2018 70,093 (2) $ 530,604

Stuart Grimshaw 12/11/2018 280,373 (5) 1,410,276

Kuthy Saenger 2/22/2021 79,522 $ 601,982

1/27/2021 61,919 $ 468,727

12/11/2018 24,978 (2) $ 189,083

Chism — (6) —

(1) Market value is based on the closing price of our Class A Common Stock on September 30, 2021, the last market trading day of fiscal 2021 ($7.57).

(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.

(2) These awards veste d in November 2021 follow ing approval by the People and Compensation Committee.

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.

The following table sets forth, with respect to each of the Named Executive Officers, certain information about restricted stock vesting during fiscal 2020:

Named Executive Officer Number of Shares Acquired on Vesting Value Realized on Vesting (1)

The following table sets forth, with respect to each of the Named Executive Officers, certain information about restricted stock that vested during fiscal 2021:

Named Executive Officer Number of Shares

Acquired on Vesting Value Realized

on Vesting (1)

Kulas 90,768 (2) $ 435,686

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Given 147,698 (4) $ 735,536

37,071 (3) 192,398

Stuart Grimshaw 271,248 (3) 1,407,777

Kuthy Saenger 28,948 (3) $ 144,161

(1) Computed using the fair market value of the stock on the date of vesting.

(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.

(2) This award was granted to Mr.

Kulas on March 5, 2020 in connection with his joining the Company as President and Chief Financial Officer.

It vested on February 28, 2021 (market value, $4.80 per share).

Amount shown includes shares withheld to satisfy tax withholding obligations.

(3) These awards were granted on December 12, 2017 and vested on December 15, 2020 (market value, $4.98 per share).

Amounts shown include shares withheld to satisfy tax withholding obligations.

(4) Represents two awards, one granted on February 1, 2016 and one granted on December 12, 2017, both of which vested on December 15, 2020 (market value, $4.98 per share).

Amount shown includes shares withheld to satisfy 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).

401(k) Retirement Plan — All U.S.

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.

Matching contributions are made in the form of cas h.

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.

A parti cipant vests in the matching contributions over the first three years of service, provided the hours worked requirement is met.

A participant’s’ matching contributions vest 100% in the event of death, disability or termination of the plan due to a change in control.

Supplemental Executive Retirement Plan — We provide U.S.

executive officers with a non-qualified Supplemental Executive Retirement Plan (“SERP”) to offer a competitive benefit and to assist in offsetting potential impacts of contribution limitations applicable to our 401(k) retirement savings plan.

The SERP has similar investment options as are available under the 401(k) retirement savings plan.

Company contributions to the SERP are formula-based, reviewed and approved by the People and Compensation Committee each year.

For fiscal 2021, our annual contributions to the SERP were calculated as 10% of base salary as of October 1, 2020.

For fiscal 2022, 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.

There were nine participants during fiscal 2021.

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 of a participant’s Company contributed SERP funds vest 100% in the event of the participant’s death, 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 age 50 and five years of active service.

All Company contributed SERP funds are forfeited, regardless of vesting status, if the participant’s employment is terminated for cause.

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Given $ 60,000 $ 114,104 — — $ 666,116

41,000 (18,741) — — 819,999

Stuart Grimshaw 100,000 (30,116) — — 941,210

Chism 45,000 — (173,140) — —

Kuthy Saenger — — — — —

(1) These amounts were included in the Summary Compensation Table above in the column labeled “All Other Compensation.”

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$360,000 for Mr.

Given, $523,504 for Mr.

Welch, $500,000 for Mr.

Grimshaw, $90,000 for Mr.

All Other Compensation — The following table describes each component of the amounts shown in the “All Other Compensation” column in the Summary Compensation Table above.

Named Executive Officer 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

Named Executive Officer Year Health Care Supplemental Insurance (1) Value of Supplemental Life Insurance Premiums (2) Company Contributions to Defined Contribution Plans (3) Other Benefits (4) Total

Kulas 2021 $ 21,636 $ 1,392 $ 94,495 — $ 117,523

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2019 $ 19,452 $ 1,920 $ 60,000 — $ 81,372

2020 20,808 1,392 47,250 — 120 69,570

2019 19,452 1,920 47,361 — 125 68,858

2018 29,483 2,088 45,973 — 120 77,664

Stuart Grimshaw 2020 13,896 1,392 106,250 — — 121,538

2019 12,984 1,920 104,125 — 262,171 381,200

2018 20,128 2,088 104,750 31,378 17,467 175,811

Chism 2020 8,670 580 47,373 — 450,000 506,623

Kuthy Saenger 2021 $ 7,418 $ 2,473 — $ 75,230 $ 85,121

2020 $ 6,859 $ 2,223 — $ 72,867 $ 81,949

2019 $ 6,917 $ 2,223 — $ 70,787 $ 79,927

(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.

(1) We provide a fully insured supplemental executive medical plan to certain executives, including all of the Named Executive Officers (other than Mr.

Kuthy), 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.

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Kulas in his capacity as a non-employee director prior to his joining the Company as an executive in February 2020.

Welch — The amounts shown represent Company-paid subsidy for health club membership.

Grimshaw — The amounts shown represent perquisites and other personal benefits, including relocation benefits and reimbursement of U.S.

taxes incurred in connection with the sale of his principal residence in Sydney, Australia, spousal travel for business-related meetings and Company-paid subsidy for health club membership.

Chism — The amount shown represents severance paid to Mr.

Chism in connection with his termination of employment in February 2020.

Kuthy — The amounts shown include various perquisites typical for executives in Mexico (including automobile and fuel allowances) and statutory pay requirements.

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:

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Salary Incentive

Bonus Healthcare

Payments Accelerated Vesting of

Bonus Accelerated Vesting of

Stock (1) Accelerated Vesting of

SERP Balance Other

Resignation for Good Reason:

3 unchanged sentences

Given — — — —

410,000 — — — — —

Kuthy Saenger — — — —

Termination Without Cause:

3 unchanged sentences

Given $ 600,000 — — —

410,000 — — — — —

Kuthy Saenger (2) $ 904,467 — — —

Death or Disability:

3 unchanged sentences

Given — — $ 1,465,454 $ 128,135

(2) — — — 409,820 — —

Kuthy Saenger — — $ 1,070,708 —

(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, 2021 ($7.57).

Welch was fully vested in his SERP account at September 30, 2020.

(2) Represents the amount of statutory severance that Mr.

Kuthy would be entitled to in Mexico.

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.

1 unchanged sentence

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.

If an executive’s employment was terminated following a change-in-control, then the severance benefits described above would apply, depending on the circumstances of the termination.

Director Compensation

3 unchanged sentences

The non-employee directors are also eligible for stock option and restricted stock awards.

The number of options or shares of restricted stock awarded, as well as the other terms and conditions of the awards (such as vesting and exercisability schedules

and termination provisions), are determined by the Board of Directors upon the recommendation of the People and Compensation Committee.

The number of options or shares of restricted stock awarded, as well as the other terms and conditions of the awards (such as vesting and exercisability schedules and termination provisions), are determined by the Board of Directors upon the recommendation of the People and Compensation Committee.

Historically, the directors have each received an annual restricted stock award with a grant date value equal to 2X the annual retainer fee.

Prior to fiscal 2021, the directors received their annual restricted stock on a fiscal year basis, with the awards generally being made at the beginning of the fiscal year and vesting at the end of the fiscal year.

For fiscal 2021, the Board decided to shift to an annual award cycle based on our Annual Meeting of Stockholders, which is generally held in February or March of each year.

Accordingly, at the beginning of fiscal 2021, each of the directors received a restricted stock award that was 50% of the value that they would have otherwise received and scheduled to vest on March 31, 2021.

Then, on the date of the 2021 Annual Meeting of Stockholders (February 18, 2021), each of the continuing directors received another restricted stock award with a grant date value equal to 2X the annual retainer fee and scheduled to vest on the date of the Annual Meeting of Stockholders held in 2022 (but no later than March 31, 2022).

Going forward, the Board expects to approve annual restricted stock awards to

continuing directors as of the date of the Annual Meeting of Stockholders, with vesting to occur on the date of the following Annual Meeting of Stockholders.

The following table sets forth the compensation paid to our non-employee directors for fiscal 2021.

1 unchanged sentence

Kulas are executive officers of the Company and do not receive any additional compensation for serving on the Board of Directors.

Zeegers served as directors until the 2021 Annual Meeting of Stockholders (February 18, 2021), when their terms of service ended.

Director Fees Earned or Paid in Cash Restricted Stock Awards (1) Total

3 unchanged sentences

Dooner $ 40,000 $ 76,026 (3) $ 116,026

Kulas (2) 40,000 112,116 152,116

Pablo Lagos Espinosa $ 95,000 $ 236,026 (2) $ 331,026

4 unchanged sentences

(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.

Kulas served as a non-employee director until February 28, 2020, when he joined the Company as President and Chief Financial Officer.

The amounts shown indicate the compensation paid to him in the capacity of non-employee director.

The non-employee director compensation program for fiscal 2021 will generally be the same as the fiscal 2020 program described above, except that the annual equity award program will be transitioned to begin and end on annual stockholder meeting dates.

To implement that, the non-employee directors will receive a grant of 15,905 share of restricted stock in December 2020.

That amount was determined by dividing $80,000 (one-half of the normal equity grant) by $5.03, the trading price of the Class A Common Stock at the beginning of fiscal 2021.

Those shares will vest on March 31, 2021.

At the next annual meeting of stockholders (likely to be in March 2021), at which directors are elected to serve for a one-year term, the non-employee directors will receive a full annual award ($160,000, representing 200% times the annual director fee, divided by the closing trading price of the Class A Common Stock on the day immediately preceding the annual meeting), and those shares will vest on the date of the annual meeting of stockholders in 2022.

ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Common Stock and Stock Compensation of Notes to Consolidated Financial Statements included in “Part II, Item 8 — Financial Statements and Supplemental Data”.

The values shown were computed using the trading price of our Class A Common Stock on the date of grant, which in some cases differed from the amount used to determine the number of shares awarded.

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.

(2) Received a grant of 15,905 shares of restricted stock in December 2020.

That amount was determined by dividing $80,000 (1X the annual director fee) by $5.03, the trading price of the Class A Common Stock at the beginning of fiscal 2020.

These shares vested on March 31, 2021.

Also received a grant of 31,936 shares of restricted stock in February 2021.

That amount was determined by dividing $160,000 (2X the annual director fee) by $5.01, the trading price of the Class A Common Stock at the time of grant.

These shares are scheduled to vest at the 2022 Annual Meeting of Stockholders (but no later than March 31, 2022).

As of September 30, 2021, each of the continuing non-employee directors held 31,936 shares of unvested restricted stock.

(3) Received a grant of 15,905 shares of restricted stock in December 2020.

That amount was determined by dividing $80,000 (1X the annual director fee) by $5.03, the trading price of the Class A Common Stock at the beginning of fiscal 2020.

These shares were scheduled to vest on March 31, 2021, but the vesting was accelerated to February 18, 2021, the date of the 2021 Annual Meeting of Stockholders, when term of service ended.

The non-employee director compensation program for fiscal 2022 will generally be the same as the fiscal 2021 program described above, with the annual restricted stock award cycle to begin and end on annual stockholder meeting dates.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plans

18 unchanged sentences

Total — — 174,419

(1) Exclude s 1,108,920 share s of unvested restricted stock that were outstanding as of September 30, 2020.

Stock Ownership

Cohen controls EZCORP through his ownership of all of the issued and outstanding stock of MS Pawn Corporation, the sole general partner of MS Pawn Limited Partnership, which owns 100% of our Class B Voting Common Stock.

The following table presents information regarding the beneficial ownership of our Common Stock as of 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.

The following table presents information regarding the beneficial ownership of our Common Stock as of November 1, 2021 (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.

14 unchanged sentences

15.04 % — — —

Lafitte Capital Management LP

13505 Fitzhugh Road, Bldg 1

Austin, Texas 78737

4,479,139 (c) 8.56 % — — —

Dimensional Fund Advisors LP

2 unchanged sentences

3,694,822 (c) 6.59 % — — —

Russell Investments Group, Ltd.

1301 Second Avenue, 18th Floor

Seattle, Washington 98101

3,547,202 (c) 6.33 % — — —

Lafitte Capital Management LP

13505 Fitzhugh Road, Bldg 1

Austin, Texas 78737

3,456,695 (c) 6.17 % — — —

Vanguard Group, Inc.

2 unchanged sentences

3,306,721 (c) 5.90 % — — —

First Wilshire Securities Management, Inc.

1214 East Green Street, Suite 104

Pasadena, California 91106-3171

2,878,786 (c) 5.50 % — — —

Renaissance Technologies LLC

800 Third Avenue

New York, New York 10022

2,713,059 (c) 5.18 % — — —

Appel 129,976 * — — —

Zena Srivatsa Arnold 49,257 * — — —

Shelagmichael Brown 33,352 * — — —

Dooner 12,346 *

Pablo Lagos Espinosa 156,676 *

Kulas 114,017 *

Stone 33,352 *

Tillett 49,257 *

Webb 33,352 *

Rosa Zeegers 33,352 *

Jugmans 28,064 (d) * — — —

Given 443,058 (e) * — — —

153,338 (f) * — — —

Kuthy Saenger 95,633 (f) * — — —

Directors and executive officers as a group (14 persons) 4,222,904 (g) 7.53 % 2,970,171 100 % 100 %

3 unchanged sentences

(d) Includes 11,605 unvested restricted stock units expected to vest within 60 days of December 1, 2020..

(e) Includes 147,698 unvested restricted stock units expected to vest within 60 days of December 1, 2020.

(f) Includes 35,965 unvested restricted stock units expected to vest within 60 days of December 1, 2020 and 433 shares held through the Company’s 401(k) retirement savings plan.

(g) Group includes those persons who were serving as directors and executive officers on December 1, 2020.

Number shown includes 433 shares held through our 401(k) retirement savings plan and 249,780 unvested restricted stock units expected to vest within 60 days of December 1, 2020.

(d) Includes 10,690 unvested restricted stock units expected to vest within 60 days of November 1, 2021.

(e) Includes 70,093 unvested restricted stock units expected to vest within 60 days of November 1, 2021.

(f) Includes 24,978 unvested restricted stock units expected to vest within 60 days of November 1, 2021.

(g) Group includes those persons who were serving as directors and executive officers on November 1, 2021.

Number shown includes 433 shares held through our 401(k) retirement savings plan and 150,637 unvested restricted stock units expected to vest within 60 days of November 1, 2021.

* Shares beneficially owned do not exceed one percent of Class A Common Stock.

ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

6 unchanged sentences

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.

He was recently promoted to the position of Vice President, Operations Support with an annual base salary of $206,000, a target short-term incentive bonus of 30% of base salary, a target long-term incentive opportunity of 20% of base salary 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.

Accordingly, the Audit Committee reviewed and approved the promotion and compensation arrangements described above and will continue to review and approve promotion opportunities and compensation changes for Nicholas Cohen going forward.

Director Independence

1 unchanged sentence

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:

The Board has evaluated all relationships between the Company and each of the persons who served as a director during any portion of fiscal 2021 and has made the following determinations with respect to each director’s independence:

Director Status (a)

1 unchanged sentence

Zena Srivatsa Arnold Independent

Shelaghmichael Brown Independent

Cohen Not independent (b)

Dooner Independent

Grimshaw Not independent (b)

Kulas Not independent (b)

Shelaghmichael Brown (b) Independent

Cohen Not independent (c)

Dooner (b) Independent

Kulas Not independent (c)

Pablo Lagos Espinosa Independent

Stone Independent

Stone (b) Independent

Tillett Independent

(Robb) Webb Independent

Rosa Zeegers Independent

(Robb) Webb (b) Independent

Rosa Zeegers (b) 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.

1 unchanged sentence

The Nasdaq rules also describe specific relationships that will prevent a person from being considered independent.

(b) Service on the Board terminated as of the 2021 Annual Meeting of Stockholders held on February 18, 2021.

Cohen and Mr.

Grimshaw were executive officers of the Company during fiscal 2020 and, therefore, not independent in accordance with the standards set forth in the Nasdaq Listing Rules.

Kulas because an executive officer of the Company on February 28, 2020, and from that date, is not independent in accordance with the standards set forth in the Nasdaq Listing Rules.

ITEM 14 — PRINCIPAL ACCOUNTANT FEES AND SERVICES

Kulas were executive officers of the Company during fiscal 2021 and, therefore, not independent in accordance with the standards set forth in the Nasdaq Listing Rules.

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 2021 and 2020:

8 unchanged sentences

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.

ITEM 15 — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as a part of this 10-K:

11 unchanged sentences

Financial statement schedules are omitted because they are not required or are not applicable, or the required information is provided in the consolidated financial statements or notes described in Item 15(a)(1) above.

ITEM 16 — FORM 10-K SUMMARY

FORM 10-K SUMMARY

Incorporated by Reference Filed Herewith

27 unchanged sentences

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

Transition Employment Agreement between the Company and Stuart I.

Grimshaw, dated November 14, 2020

List of Subsidiaries of EZCORP, Inc.

3 unchanged sentences

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

101 Interactive data files pursuant to Rule 405 of Regulation S-T:

(i) Consolidated Balance Sheets,

(ii) Consolidated Statements of Operations

(iii) Consolidated Statements of Comprehensive (Loss) Income

(iv) Consolidated Statements of Stockholders’ Equity

(v) Consolidated Statements of Cash Flows

(vi) Notes to Consolidated Financial Statements

104 Cover Page Interactive Data File in Inline XBRL format (included in Exhibit 101)

101.INS Inline XBRL Instance Document (the instance document does not appear in the interactive data files because the XBRL tags are embedded within the Inline XBRL document)

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File in Inline XBRL format (contained in Exhibit 101)

_____________________________

1 unchanged sentence

† The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

The instance document does not appear in the interactive data files because the XBRL tags are embedded within the Inline XBRL document.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:

December 14, 2020

November 17, 2021

Chief Executive Officer

2 unchanged sentences

Kulas Chief Executive Officer and Director

(principal executive officer) December 14, 2020

(principal executive officer) November 17, 2021

/s/ Timothy K.

Jugmans Interim Chief Financial Officer (principal financial officer) December 14, 2020

Jugmans Chief Financial Officer (principal financial officer) November 17, 2021

/s/ Phillip E.

Cohen Executive Chairman of the Board December 14, 2020

Cohen Executive Chairman of the Board November 17, 2021

/s/ Matthew W.

Appel Director December 14, 2020

/s/ Zena Srivatsa Arnold Director December 14, 2020

Appel Director November 17, 2021

/s/ Zena Srivatsa Arnold Director November 17, 2021

Zena Srivatsa Arnold

/s/ Shelaghmichael Brown Director December 14, 2020

Shelaghmichael Brown

Dooner Director December 14, 2020

/s/ Pablo Lagos Espinosa Director December 14, 2020

/s/ Pablo Lagos Espinosa Director November 17, 2021

Pablo Lagos Espinosa

Stone Director December 14, 2020

Tillett Director December 14, 2020

/s/ Robert W.

Webb Director December 14, 2020

/s/ Rosa Zeegers Director December 14, 2020

/s/ Fred Herman Chief Accounting Officer (principal accounting officer) December 14, 2020

Tillett Director November 17, 2021

/s/ Fred Herman Chief Accounting Officer (principal accounting officer) November 17, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures