EZCORP INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and 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 Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of our internal control over financial reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable assurance that transactions 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 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. 73 Table of Contents Report of Independent Registered Public Accounting Firm Stockholders and Board of Directors EZCORP, Inc. Rollingwood, Texas Opinion on Internal Control over Financial Reporting We have audited EZCORP, Inc.’s (the “Company’s”) internal control over financial reporting as of September 30, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 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, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ BDO USA, LLP Dallas, Texas November 17, 2021 74 Table of Contents Changes in 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 Notwithstanding the foregoing, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. Limitations inherent in any control system include the following: • Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes. • Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override. • The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. • Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. • The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 75 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Board of Directors Set forth below are the names of the persons who, as of November 1, 2021, constituted our Board of Directors and their ages and committee assignments as of that date: Name Age Committees Matthew W. Appel 65 Audit, People and Compensation, Nominating (Chair), Lead Independent Director Zena Srivatsa Arnold 43 Audit, People and Compensation, Nominating Phillip E. Cohen (Executive Chairman) 74 — Jason A. Kulas 50 — Pablo Lagos Espinosa 66 Audit, People and Compensation (Chair), Nominating Gary L. 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; should possess the requisite intelligence, education and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of our stockholders. The following are qualifications, experience and skills for Board members which are important to our business and its future: • Leadership Experience — Our directors should demonstrate extraordinary leadership qualities. Strong leaders bring vision, strategic agility, diverse and global perspectives and broad business insight to the company. They demonstrate practical management experience, skills for managing change and deep knowledge of industries, geographies and risk management strategies relevant to our business. They have experience in identifying and developing the current and future leaders of the company. • Finance Experience — We believe that all directors should possess an understanding of finance and related reporting processes. • Strategically Relevant Experience — Our directors should have business experience that is relevant to our strategic goals and objectives, including geographical and product expansion. We value experience in our high priority growth areas, including new or expanding geographies or customer segments and existing and new technologies; understanding of our business environments; and experience with, exposure to or reputation among a broad subset of our customer base. • Government Experience — Our business is subject to a variety of legislative and regulatory risks. Accordingly, we value experience in the legislative, judicial or regulatory branches of government or government relations. Biographical Information — Set forth below is current biographical information about our directors, including the qualifications, experience and skills that make them suitable for service as a director. • Matthew W. Appel — Mr. Appel joined EZCORP as a director in January 2015. He 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. Mr. Appel spent 37 years in finance, administration and operations roles with a variety of companies, most recently Zale Corporation, an NYSE listed jewelry retailer, where he served as Chief Financial Officer from May 2009 to May 2011 and Chief Administrative Officer from May 2011 to July 2014 and co-led the successful turnaround of the company. Prior to joining Zale, Mr. Appel was Chief Financial Officer of EXL Service Holdings, Inc., a NASDAQ listed business process solutions company (February 2007 to May 2009); spent four years (February 2003 to February 2007) at Electronic Data Systems Corporation, serving as Vice President, Finance and Administration BPO and Vice President, BPO Management; and held a variety of finance and operations roles from 1984 to 2003 at Tenneco Inc., Affiliated Computer Services, Inc. and PricewaterhouseCoopers. Mr. Appel began his professional career with Arthur Andersen & Company, working there from 1977 to 1984. He received an MBA in Accounting from the Rutgers University Graduate School of Business in 1977 and a Business Administration degree from Rutgers College in 1976. Mr. Appel is a Certified Public Accountant and a Certified Management Accountant. Director qualifications: leadership, chief financial officer and executive management experience; broad business and strategically relevant experience; retail management experience; financial experience, including accounting, tax and financial reporting; experience in developing growth strategies; personnel development. 76 Table of Contents • Zena Srivatsa Arnold — Ms. Arnold has been a director since May 2019. She is a member of the Audit Committee, the People and Compensation Committee and the Nominating Committee. Ms. 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. Prior to joining Kimberly-Clark in April 2020, she spent almost six years with Google, serving as Global Head of Growth for Chromebook (May 2019 to March 2020); General Manager, US Chromebooks (March 2018 to May 2019); Global Head of Marketing, Chromebooks and IoT (November 2016 to March 2018); Head of Americas Marketing, Google Play (April 2015 to October 2016); and Head of NA Marketing, Google Play (October 2013 to April 2015). Prior to joining Google, Ms. Arnold spent over nine years in various brand management positions with Kellogg Company (August 2010 to October 2013) and Procter & Gamble (April 2004 to August 2010). Ms. Arnold began her professional career at General Electric Corporation, where she served as Product Manager, Server Solutions for GE Capital IT Solutions (April 2002 to April 2004). Ms. Arnold received a Bachelor of Science degree in Computer Science, with a minor in Business Marketing, from The Ohio State University. She was recognized in 2014 as one of Brand Innovators “40 Under 40,” and has received numerous other professional awards and recognitions. Director qualifications: leadership, executive management experience; broad business and strategically relevant experience; experience in developing growth strategies. • Phillip E. Cohen — Mr. Cohen has been a member of the Board of Directors and the Executive Chairman since September 2019. He has been an owner of, and advisor to, the Company for 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. Mr. Cohen has over 40 years of investment banking and financial advisory experience with a variety of firms, including Kuhn Loeb & Co. Incorporated (1973-1977), Lehman Brothers Kuhn Loeb Incorporated (1977-1979), The First Boston Corporation (1980), Oppenheimer & Co, Inc. (1980-1984), Morgan Schiff & Co., Inc. (1984-Present) and Madison Park LLC (2004 to Present). Mr. Cohen received a Bachelor of Commerce degree from the University of Melbourne and a Masters of Business Administration from Harvard University. Mr. Cohen is the sole stockholder of MS Pawn Corporation, which is the general partner of MS Pawn Limited Partnership, the owner of 100% of the outstanding shares of our Class B Voting Common Stock. Director qualifications: leadership; broad business and strategically relevant experience; retail management experience; financial experience; international experience and global perspective; industry knowledge; experience in developing growth strategies. Further, Mr. Cohen has deep knowledge of the Company and its opportunities and challenges spanning multiple economic cycles. • Jason A. Kulas — Mr. Kulas is our Chief Executive Officer, having been promoted into that position in July 2020 after joining the Company in February 2020 as President and Chief Financial Officer. He first became associated with the Company in April 2019 when he was appointed as an independent member of the Board of Directors. While an independent director, he served on the Audit Committee and the Nominating Committee. Mr. Kulas resigned from the Board of Directors when he joined the Company as an executive in February 2020, and was reappointed to the Board in connection with his appointment as Chief Executive Officer. Prior to joining the Company as an executive, Mr. Kulas spent over 25 years in financial analysis, investment banking and executive-level finance and operations roles with a variety of companies, most recently Santander Consumer USA Inc., a NYSE-listed auto finance company, where he served as Chief Executive Officer and a director from 2015 to 2017, President from 2013 to 2015, Chief Financial Officer from 2007 to 2015 and a director from 2007 to 2012. Prior to joining Santander Consumer USA, Mr. Kulas was a Managing Director in Investment Banking with J.P. Morgan Chase & Co. (1995 to 2007), where he managed JPMorgan’s South Region investment banking office. He has also served as an Adjunct Professor of Marketing at Texas Christian University (1997 to 1999); Securities Analyst at William C. Connor Foundation – TCU Educational Investment Fund (1994 to 1995); and an intern and Financial Analyst at Dun & Bradstreet (1993 to 1995). Mr. Kulas received an MBA with a concentration in Finance and Marketing from Texas Christian University in 1995 and a Bachelor of Arts degree from Southern Methodist University in 1993. He currently serves as Non-Executive Chairman of the Board of Cash Converters International Limited and as an advisor to Warburg Pincus International LLC. He has been involved in a variety of civic and philanthropic activities, including the Salesmanship Club of Dallas, Momentous Institute, Exchange Club of East Dallas, Dallas Citizens Council, Baylor Scott & White Dallas Foundation and Art House Dallas. Director qualifications: leadership, chief executive officer, chief financial officer and executive management experience; broad business and strategically relevant experience; financial experience; experience in developing growth strategies; personnel development. • Pablo Lagos Espinosa — Mr. Lagos joined EZCORP as a director in October 2010. He is Chair of the People and Compensation Committee and a member of the Audit Committee and Nominating Committee. Mr. Lagos served as President and Chief Executive Officer of Pepsi Bottling Group Mexico from 2006 to 2008 and as its Chief Operating Officer from 2003 to 2006. He previously held various executive management positions with Pepsi Bottling Group, PepsiCo Inc., Unilever Mexico and PepsiCola International, Inc., concentrating exclusively in Latin America. Since his retirement in December 2008, Mr. Lagos has been an investor and 77 Table of Contents 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. and Mexico. He received a Bachelor of Science degree in Industrial & Systems Engineering from Instituto Technológico de Monterrey, Master of Science degrees in Industrial Engineering and Operations Research and an MBA from Stanford University. Director qualifications: leadership, chief executive officer and executive management experience in significant multi-national environments; deep understanding of strategically important geographies and international markets; risk management experience; financial experience; experience in developing, implementing and managing strategic plans, including international expansion; personnel development; legislative and government relations experience. • Gary L. Tillett — Mr. 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. He spent 31 years at PricewaterhouseCoopers, where he progressed from entry-level staff to senior partner serving a variety of businesses in the Insurance Practice, the Transaction Services Practice and the U.S. Financial Services Practice. From 2005 to 2010, he was the Transactions Services Leader of the firm’s U.S. Financial Services Practice, leading a newly assembled team of professionals providing service to clients pursuing transactions in the financial services sector. At the time of his retirement from PwC in 2014, he was the Transaction Services Leader of the firm’s New York Metro Practice, where he led teams advising clients on complex transactions, including structuring, due diligence, valuation and financial reporting. Mr. Tillett left PwC in 2014 to take the role of Executive Vice President and Chief Financial Officer of Walter Investment Management Corp., 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.. Mr. 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. Mr. Tillett received an MBA from the Manchester Business School at the University of Manchester and a Bachelor of Science degree with an emphasis in Accounting from the University of Texas at Dallas. He is a Certified Public Accountant. Director qualifications: leadership, chief financial officer and executive management experience; broad business and strategically relevant experience; financial experience, including accounting, tax and financial reporting; personnel development. Executive Officers Set forth below are the name, age and position of each of the persons serving as our executive officers as of November 1, 2021: Name Age Title Phillip E. Cohen 74 Executive Chairman Jason A. Kulas 50 Chief Executive Officer Lachlan P. Given 44 Chief Strategy, M&A and Funding Officer Timothy K. Jugmans 45 Chief Financial Officer John Blair Powell, Jr. 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 Thomas H. Welch, Jr. 66 Chief Legal Officer and Secretary Set forth below is current biographical information about our executive officers, except for Mr. Cohen and Mr. Kulas, whose biographical information is included under “Board of Directors” above. Lachlan P. Given — Mr. Given 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. Mr. Given is the sole beneficial owner of LPG Limited (HK), a 78 Table of Contents business and financial advisory firm, and prior to assuming the role of Executive Vice Chairman of EZCORP, provided international financial and advisory services to a number of companies, including EZCORP from October 2012 to June 2014. Mr. Given has also served as a consultant to Madison Park LLC, which has, in the past, provided certain advisory services to the Company under a series of advisory services agreements. Madison Park is wholly owned by Phillip E. Cohen, who is the beneficial owner of all of our Class B Voting Common Stock. Mr. Given is also a director of The Farm Journal Corporation, a 134-year old pre-eminent U.S. agricultural media company; Senetas Corporation Limited (ASX: SEN), a developer and manufacturer of certified, defense-grade encryption solutions; and CANSTAR Pty Ltd, an Australian financial services ratings and research firm. Mr. Given began his career working in the investment banking and equity capital markets divisions of Merrill Lynch in Hong Kong and Sydney, Australia, where he specialized in the origination and execution of a variety of M&A, equity, equity-linked and fixed income transactions. Mr. Given also serves on the board of directors of Cash Converters International Limited and Rich Data Corporation PLC. Timothy K. Jugmans — Mr. Jugmans 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. 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. From April 2005 to June 2012, Mr. Jugmans was a Corporate Advisor at Lexicon Partners Pty Limited, an independent corporate advisory and consulting firm based in Sydney, Australia. He served in various analyst and senior analyst positions at boutique investment banks for seven years prior to that. Mr. Jugmans received a Bachelor of Business degree with a major in Finance and a minor in Mathematics from the University of Technology in Sydney. 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. — Mr. 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. Mr. 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. Mr. Powell attended Sam Houston State University. Keith Robertson — Mr. 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. Robertson worked at EDS/HP, last serving as the Chief Operating Officer for the Financial Services division, where he led IT programs supporting Bank of America, American Express, State Farm and others. Mr. Robertson grew up in Scotland and attended Heriot-Watt University in Edinburgh, where he graduated with an Honors degree in Electrical and Electronic Engineering. 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. Mr. 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 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. Ms. 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. Ms. Swies is a member of the Community Advisory Council for the Ronald McDonald House Charities of Central Texas and serves on the finance committee of ConnectHer, a global non-profit organization dedicated to improving the lives of women and girls through projects, stories and film. She earned her Bachelor of Business Administration in finance from the University of Texas at Austin. 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 79 Table of Contents Grupo Santander, she was Director of Human Resources at Allied Riser Communications. Ms. VanRoekel holds B.S. and M.S. degrees in Journalism from Texas A & M Commerce (formerly East Texas State University). Thomas H. Welch, Jr. — Mr. Welch joined EZCORP in April 2009 as Senior Vice President, General Counsel and Secretary, with his title changing to Chief Legal Officer and Secretary in May 2017. He joined Dell Inc.’s legal department in 1995, and served as Vice President, Legal and General Corporate Counsel from April 1999 to April 2008. Mr. Welch was principally responsible for legal support of Dell’s corporate securities, corporate finance, mergers and acquisitions, financial services, executive compensation and benefits, facilities, corporate governance and general corporate matters. From 1992 to 1995, Mr. Welch was Vice President – Corporate Development of Parker & Parsley Petroleum Company (predecessor to Pioneer Natural Resources Company), and previously was a shareholder with the law firm of Johnson & Gibbs, P.C., Dallas, Texas. Mr. Welch received a Bachelor of Science degree in Management from Purdue University and a J.D. degree from the University of Texas at Austin. Section 16(a) Beneficial Ownership Reporting Compliance Based on written representations and a review of the relevant Forms 3, 4 and 5, during fiscal 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 We maintain a Code of Conduct that is applicable to all of our Team Members, including our chief executive officer, chief financial officer and chief accounting officer. That Code of Conduct, which satisfies the requirements of a “code of ethics” under applicable SEC rules, contains written standards that are designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; full, fair, accurate, timely and understandable public disclosures and communications, including financial reporting; compliance with applicable laws, rules and regulations; prompt internal reporting of violations of the code, and accountability for adherence to the code. A copy of the Code of Conduct is posted in the Investor Relations section of on our website at www.ezcorp.com We will post any waivers of the Code of Conduct, or amendments thereto, that are applicable to our chief executive officer, our chief financial officer or chief accounting officer in the Investor Relations section of our website at www.ezcorp.com. To date, there have been no such waivers. Corporate Governance Controlled Company Exemptions — The Nasdaq Listing Rules contain several corporate governance requirements for Nasdaq-listed companies. These requirements generally relate to the composition of the board and its committees. For example, the rules require the following: • A majority of the directors must be independent (Rule 5605(b)(1)); • The audit committee must have a least three members, each of whom must be independent (Rule 5605(c)(2)); • Executive officer compensation must be determined, or recommended to the board of directors for determination, by either (1) a majority of the independent directors or (2) a compensation committee comprised solely of independent directors (Rule 5605(d)); and • Director nominations must be selected, or recommended for the board’s selection, by either (1) a majority of the independent directors or (2) a nominations committee comprised solely of independent directors (Rule 5605(e)). Rule 5615(c)(2), however, provides that a “Controlled Company” is exempt from the requirement to have a majority of independent directors and from the requirements to have independent director oversight over executive compensation and director nominations. The Listing Rules define a “Controlled Company” as a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. EZCORP is a “Controlled Company” within this meaning by virtue of the fact that 100% of the outstanding Class B Voting Common Stock (the only class of voting securities outstanding) is held of record solely by MS Pawn Limited Partnership and beneficially by Phillip E. Cohen. The Company has relied on the Controlled Company exemptions in the past, but is not currently relying on such exemptions. The controlling shareholder or the Board may implement changes in the future that would again require the Company to rely on the Controlled Company exemptions under the Nasdaq Listing Rules. Committees of the Board of Directors — The Board of Directors maintains the following committees to assist it in its oversight responsibilities. The current membership of each committee is indicated in the list of directors set forth under “Board of Directors” above. 80 Table of Contents • Audit Committee — The Audit Committee assists the Board in fulfilling its responsibility to provide oversight with respect to our financial statements and reports and other disclosures provided to stockholders, the system of internal controls, the audit process and legal and ethical compliance. Its duties include reviewing the scope and adequacy of our internal and financial controls and procedures; reviewing the scope and results of the audit plans of our independent and internal auditors; reviewing the objectivity, effectiveness and resources of the internal audit function; and appraising our financial reporting activities and the accounting standards and principles followed. The Audit Committee also selects, engages, compensates and oversees our independent auditor and pre-approves all services to be performed by the independent auditing firm. The Audit Committee has further responsibility for overseeing our risk management and compliance processes. In carrying out that responsibility, the Audit Committee ensures that adequate policies and procedures have been designed and implemented to (a) manage and monitor significant risks the Company faces, including financial, operational, security, IT and cybersecurity, legal, compliance and regulatory risks; and (b) assure compliance with all applicable laws and regulations, including data privacy requirements. The Audit Committee is comprised entirely of directors who satisfy the standards of independence described under “Part III, Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence,” as well as additional or supplemental independence standards applicable to audit committee members established under applicable law and Nasdaq listing requirements. The Board has determined that each Audit Committee member meets the Nasdaq “financial literacy” requirement and that Mr. 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. Specific responsibilities and duties include assisting management and the Board in identifying, developing and evaluating potential candidates for senior executive positions; overseeing the development of succession plans for senior executive positions; reviewing and approving the amounts and types of compensation to be paid to our executive officers; reviewing and recommending to the full Board the amount and type of compensation to be paid to our non-employee directors; reviewing and approving, on behalf of the Board, all bonus and equity compensation to be paid to our other Team Members; and advising management with respect to the quality of the workforce to carry out our strategic goals. The People and Compensation Committee is comprised entirely of directors who satisfy the standards of independence described under “Part III, Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence.” • Nominating Committee — The Nominating Committee assists the Board with respect to the selection and nomination of candidates for election or appointment to the Board, including making recommendations to the Board regarding the size and composition of the Board and its committees; recommending to the Board the qualifications needed or required of Board members; identifying and evaluating qualified individuals to become Board members; making recommendations to the full Board regarding the nomination of appropriate candidates; and assessing and monitoring each continuing and prospective director’s independence and qualification to serve on the Board and its committees. The Nominating Committee is comprised entirely of directors who satisfy the standards of independence described under “Part III, Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence.” Each of three standing committees is governed by a written charter, a copy of which can be found in the Investor Relations section of our website at www.ezcorp.com. Meetings and Attendance — The following table sets forth the number of meetings held during fiscal 2021 by the Board of Directors and each committee thereof, as well as the number of times during the year that action was taken by unanimous written consent. Our bylaws currently require the unanimous attendance of all directors in order for a quorum to be present at a meeting of the Board of Directors. In addition to the number of official Board meetings noted below, the 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. Fiscal 2021 Meetings Held Action by Unanimous Written Consent Board of Directors 11 5 Audit Committee 8 2 People and Compensation Committee 10 — 81 Table of Contents ITEM 11. EXECUTIVE COMPENSATION Compensation Discussion and Analysis This Compensation Discussion and Analysis describes our compensation practices and the executive compensation policies, decisions and actions of the People and Compensation Committee of our Board of Directors (the “Committee”). It focuses specifically on compensation earned during fiscal 2021 by the following individuals, referred to as our Named Executive Officers. Name Position Jason A. Kulas Chief Executive Officer Timothy K. Jugmans Chief Financial Officer Philip E. Cohen Executive Chairman Lachlan P. Given Chief Strategy, M&A and Funding Officer Francisco J. Kuthy Saenger (1) President, Latin America Pawn (1) Mr. 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 — 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: What We Do What We Don’t Do þ Emphasize performance-based variable pay ý Generally no single trigger change-in-control payments þ Link 100% of equity incentive grants to performance goals ý No significant perquisites þ Require stock retention by executives and directors ý No hedging or pledging of Company stock þ Perform annual risk assessments þ Retain an independent compensation consultant þ Maintain an incentive clawback policy 82 Table of Contents 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 Base salary A market-competitive salary to provide a fixed annual cash income ü Short-term incentives Annual cash incentive opportunity tied to an assessment of annual corporate and business unit financial performance, as well as individual contributions ü ü ü Long-term incentives Equity incentive grants of performance-vested restricted stock units tied to achievement of earnings-based goals ü ü ü ü Executive retirement (US only) Annual retirement plan contributions that vest over three years ü ü 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 To attract and retain the best executives for key management positions, we provide compensation opportunities that are competitive based on peer group and survey data. We do not target any specific pay percentile for our executive officers. It is important to note, however, that the majority of pay opportunities for our top executives are incentive-based and that actual realizable compensation is heavily dependent upon actual business results. See “Executive Compensation Philosophy and Program Design” above. Failure to achieve targeted results could result in realized compensation being below the competitive benchmarks. Conversely, our incentive compensation programs provide opportunities for compensation to exceed the competitive benchmarks if specified objectives are achieved at targeted levels or higher. The Committee believes that actual realizable compensation for our top executives is well aligned with our performance. 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 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. Peer Company Stock Symbol Primary Business Cardtronics Inc. CATM Data Processing and Outsourced Services — Fintech Conn’s, Inc. CONN Computer and Electronics Retail CURO Group Holdings Corp. CURO Consumer Finance Enova International, Inc. ENVA Consumer Finance First Cash, Inc. FCFS Consumer Finance — Pawn Operator 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 83 Table of Contents 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 (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. Each of these components is discussed in more detail below, along with the compensation actions that were taken during fiscal 2021. Base Salary 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: 84 Table of Contents Named Executive Officer Fiscal 2021 Base Salary Fiscal 2020 Base Salary Increase Jason A. Kulas (1) $ 850,000 $ 850,000 0% Timothy K. Jugmans (2) $ 370,000 $ 370,000 0% Philip E. Cohen $ 1,500,000 $ 1,500,000 0% Lachlan P. Given (3) $ 600,000 $ 600,000 0% Francisco J. 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. (2) Mr. 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. Mr. Jugmans was promoted to Chief Financial Officer in May 2021. (3) Mr. 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. (4) Mr. 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. Mr. 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 (“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. 85 Table of Contents The following table sets forth the fiscal 2021 STI target (stated as a percentage of base salary) for each of the Named Executive Officers. For Mr. Kulas, Mr. 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. Mr. 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) Jason A. Kulas 150% Timothy K. Jugmans 60% Lachlan P. Given 100% Francisco J. Kuthy Saenger 100% (1) Mr. Cohen, in his role as Executive Chairman, is not a participant in the STI plan, but is subject to a separate incentive opportunity specified in the terms of his employment. Pursuant to those terms, he had the opportunity to earn an incentive award of up to 100% of his base salary. See “Executive Chairman Incentive Award” below. 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 Jason A. Kulas $ 850,000 150% $ 1,275,000 $ 1,593,750 125% Timothy K. Jugmans $ 370,000 60% $ 222,000 $ 302,500 136% Lachlan P. Given $ 600,000 100% $ 600,000 $ 770,000 128% Francisco J. Kuthy Saenger $ 400,000 100% $ 400,000 $ 364,286 91% (1) Mr. Cohen’s bonus payout was calculated as described below under “Executive Chairman Incentive Award.” 86 Table of Contents 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: Mr. Kulas, 150%; Mr. Jugmans, 80%; and Mr. Given, 100%. Long-Term Incentives General — Long-term incentive (“LTI”) compensation, in the form of performance-based equity awards, is a key component in our executive compensation program, helping to encourage long-term commitment, shareholder alignment and long-term performance orientation. The value of equity awards over time bears a direct relationship to the price of our shares and 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. Unlike many of our peers that have a significant time-based vesting component to their long-term awards, 100% of our LTI awards are subject to performance-based vesting. To further emphasize the long-term nature of these awards, 100% of the LTI awards vest at the end of a three-year performance period, rather than a prorated vesting each year during the performance period. The Committee believes this structure incentivizes and rewards longer-term vision and strategies, and provides a balance to our short-term programs, which are focused on annual performance. Grant frequency — The Committee considers new LTI grants for all 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 and communicated 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 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 Jason A. Kulas 150% $ 1,275,000 253,479 Timothy K. Jugmans 80% $ 296,000 58,847 Lachlan P. Given 100% $ 600,000 119,294 Francisco J. Kuthy Saenger 100% $ 400,000 65,209 (1) Mr. 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 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 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 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 87 Table of Contents 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. Kuthy. • 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: Mr. Jugmans, 10,690; Mr. Given, 70,093; and 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. Kuthy. • 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 LTI Target Amount Number of Units Jason A. Kulas 250% $ 2,125,000 280,713 Timothy K. Jugmans 100% $ 420,000 55,482 Lachlan P. Given 100% $ 600,000 79,260 88 Table of Contents Executive Chairman Incentive Award As Executive Chairman, Mr. Cohen has an incentive compensation opportunity of $1,500,000 per year (100% of base salary), awarded in the form of cash-settled phantom stock units (“Units”) tied to the trading price of the Company’s Class A Common Stock, as follows: • Award — At the beginning of a fiscal year (the “Performance Year”), the number of Units awarded 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 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 achievement of individual performance objectives. • Payout — The vested Units will be paid out in two installments. The first installment will be paid as soon as practicable after the end of the Performance Year and will be an amount of cash equal to 50% of the vested Units multiplied by the stock price at the end of the Performance Year. The second installment will be paid out at the end of the next fiscal year and will be an amount of cash equal to 50% of the vested Units multiplied by the stock price at that time. At the beginning of fiscal 2021, Mr. 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; and • 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 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 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 Jason A. Kulas $ 85,000 Timothy K. Jugmans $ 37,000 Lachlan P. Given $ 60,000 89 Table of Contents 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. Cohen). For the continuing Named Executive Officers, those contributions were $85,000 for Mr. Kulas, $42,000 for Mr. Jugmans and $60,000 for Mr. Given. 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, 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. Executive Compensation Governance and Process Composition of the People and Compensation Committee The People and Compensation Committee is comprised of four members — Mr. Lagos (Chair), Mr. Appel, Ms. 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.” Role of the Committee The Board of Directors has authorized the Committee to establish the compensation programs for all executive officers and to provide oversight for compliance with our compensation philosophy. The Committee delegates the day-to-day administration of the compensation plans to management and retains responsibility for ensuring that the plan administration is consistent with our policies. Annually, the Committee sets the compensation for our executive officers, including objectives and awards under incentive plans. In addition to overseeing the compensation of our executive officers, the Committee approves all awards under long-term incentive plans for all other Team Members and makes recommendations to the Board of Directors on appropriate compensation for the non-employee directors. The Committee also oversees 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. Role of Management The Committee receives data regarding compensation trends, succession plans, issues and recommendations from management. 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. Role of the Independent Compensation Consultant Under its charter, the Committee has sole authority to retain, terminate, obtain advice from, oversee and compensate its outside advisors, including its compensation consultant. We have provided appropriate funding to the Committee to do so. For the past 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 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- 90 Table of Contents 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); and • Meaningful long-term equity incentive opportunities that are 100% performance-based and provide an incentive to deliver long-term growth in stockholder value as a result of sustained earnings growth. We maintain the following policies to mitigate compensation risk: • Clawback Policy — The Board of Directors retains the right to seek reimbursement (clawback) of incentive compensation (whether cash or equity) from any executive officer who has, in the Board’s determination, violated our policies or otherwise engaged in intentional misconduct that, in either case, caused a material restatement of financial results. • Anti-Hedging Policy — We maintain a policy prohibiting the trading of “derivative securities” related to, or engaging in “short sales” of, our stock by members of the Board of Directors, executive officers or any other persons associated or affiliated with the Company (through employment, contractual relationship or otherwise) who are designated from time to time by the Board of Directors. For purposes of the policy, a “derivative security” is any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege at a price related to our stock, or similar securities with a value derived from the value of our stock; and a “short sale” is any sale of stock that the seller does not own or any sale that is consummated by the delivery of stock borrowed by, or for the account of, the seller. The Board believes that this policy, by preventing the shifting of the risks of ownership of Company stock, helps to align the interests of management with the interests of the other Company stockholders. • Executive Share Retention Policy — The Board of Directors has adopted stock ownership requirements applicable to the members of the Board of Directors and the executive officers. Pursuant to those requirements, each non-executive member of the Board of Directors and each executive officer is required to hold a number of shares of Class A Non-Voting Common Stock having a market value equal to the applicable “Required Multiple” of the annual retainer fee (in the case of the non-executive directors) or base salary (in the case of the executive officers). The Required Multiple is 4X for the non-executive directors and the CEO, 2X for the Executive Chairman and 1X for the other executive officers. Each person subject to the stock ownership requirements is required to hold at least 50% (in the case of the non-executive directors) or 30% (in the case of the executive officers) of each vesting of restricted stock or restricted stock units until the required stock ownership amount is satisfied. Thereafter, such person can sell shares (subject to our trading window policy) as long as the required stock ownership amount is maintained. Because each share of Class B Voting Common Stock is convertible into a share of Class A Non-Voting Common Stock, the shares of Class B Voting Common Stock held by Mr. Cohen are treated as the equivalent number of shares of Class A Non-Voting Common Stock for purposes of applying the stock ownership requirements. All directors and executive officers are currently in compliance with the stock ownership requirements. Other Executive Compensation Matters 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. 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 91 Table of Contents 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 The Compensation Committee has reviewed the foregoing Compensation Discussion and Analysis and has discussed it with management. Based on that review and those discussions, the Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. Pablo Lagos Espinosa, Chair Matthew W. Appel Zena Srivatsa Arnold Gary L. Tillett Compensation Committee Interlocks and Insider Participation 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 The table below summarizes the total compensation for fiscal 2021, 2020 and 2019 for the Named Executive Officers. See “Part III, Item 11 — Executive Compensation — Compensation Discussion and Analysis” for a description of how we determined the Named Executive Officers. Name and Principal Position Fiscal Year Salary (1) Bonus Stock Awards (2) Non-Equity Incentive Plan Compensation (3) All Other Compensation (4) Total Jason A. Kulas (5) Chief Executive Officer 2021 $ 850,000 — $ 723,679 $ 1,593,750 $ 117,523 $ 3,284,952 2020 $ 424,808 — $ 683,878 $ 437,500 $ 56,455 $ 1,602,641 2019 — — $ 91,334 — $ 40,000 $ 131,334 Timothy K. Jugmans Chief Financial Officer 2021 $ 370,000 — $ 238,717 $ 302,500 $ 66,418 $ 977,635 2020 $ 236,374 $ 73,923 — — $ 5,646 $ 315,943 2019 $ 237,250 — $ 117,761 $ 47,241 $ 6,183 $ 408,435 Philip E. Cohen Executive Chairman 2021 $ 1,500,000 — 0 — $ 1,656,044 $ 23,532 $ 3,179,576 2020 $ 1,500,000 — — $ 350,390 $ 21,028 $ 1,871,418 2019 — — — — — — Lachlan P. Given (5) Chief Strategy, M&A and Funding Officer 2021 $ 600,000 — $ 372,003 $ 770,000 $ 83,028 $ 1,825,031 2020 $ 600,000 $ 277,377 — — $ 82,200 $ 959,577 2019 $ 600,000 — $ 772,148 $ 519,534 $ 81,372 $ 1,973,054 Francisco J. 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 (1) The amounts shown under “Salary” reflect the gross amounts of base salary paid to each of the Named Executive Officers during the fiscal years so noted. The fiscal 2020 amounts for Mr. Kulas include amounts paid to him in the role of President and Chief Financial Officer (February 28, 2020 to July 6, 2020) and Chief Executive Officer (from July 6, 2020). (2) Amounts represent the aggregate grant date fair value of restricted stock or restricted stock unit awards, computed in accordance with FASB ASC 718-10-25. See Note 10: 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. Kulas includes $112,116 related to a restricted stock award that he received as a director before joining the Company as an executive. 92 Table of Contents For a description of these awards, see the “Grant of Plan-Based Awards” table under “Incentive Plan Based Awards” below. See also “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above. (3) 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. For Mr. 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. Kulas represents the minimum fiscal 2020 STI payout that was guaranteed when Mr. Kulas joined the Company as President and Chief Financial Officer in February 2020. (4) Amounts include the cost of providing various perquisites and personal benefits, as well as the value of our contributions to the company-sponsored 401(k) plan and Supplemental Executive Retirement Plan. For Mr. Kulas, amounts include fees that were paid to him in his capacity as a non-employee director prior to his joining the Company as an executive in February 2020. For Mr. 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. (5) Mr. Kulas and Mr. Given also serve on the board of directors of Cash Converters International Limited , with Mr. Kulas serving as non-executive chairman. The director fees paid to each of them by Cash Converters International Limited were as fo llows: Mr. Kulas, approximately $128,000; Mr . 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. CEO Pay Ratio The following information sets forth our calculation of the ratio between the annual total compensation of Jason A. Kulas, our Chief Executive Officer, and the annual total compensation of our median Team Member (“CEO Pay Ratio”). • Mr. Kulas’ total annual compensation for fiscal 2021 was $3,284,952. 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. Our CEO Pay Ratio is based on the following methodology: • 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. We annualized the compensation of all permanent full-time and part-time Team Members who were hired during the year. • We calculated the median Team Member’s total annual compensation in accordance with the rules used to calculate the CEO’s compensation included in the Summary Compensation Table above. • Using this methodology, we determined that our median Team Member was a full-time store manager located in 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. Therefore, our CEO Pay Ratio, as described above, may not be comparable to CEO pay ratios reported by other companies due to differences in industries and geographical dispersion of employees, as well as the different estimates, assumptions and meth odologies applied by other companies in calculating their CEO pay ratios. 93 Table of Contents Incentive Plan Based Awards The following table sets forth certain information about plan-based awards that we made to the Named Executive Officers during fiscal 2021. For information about the plans under which these awards were granted, see “Compensation Discussion and Analysis — Components of Compensation — Annual Incentive Bonus” and “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above. Grants of Plan-Based Awards Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Future Payouts Under Equity Incentive Plan Awards (2) Grant Date Fair Value (3) Name Grant Date Threshold Target Maximum Threshold Target Maximum Jason A. Kulas 2/26/2021 $ 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 Timothy K. 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 Philip E. Cohen 2/26/2021 $ 1,500,000 $ 1,500,000 1,500,000 — — — — Lachlan P. Given 2/26/2021 $ 300,000 $ 600,000 N/A — — — 2/22/2021 59,642 119,284 178,926 $ 197,019 1/27/2021 37,152 74,303 74,303 $ 174,984 Francisco J. 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. See “Compensation Discussion and Analysis — Components of Compensation — Annual Incentive Bonuses” above. The “Target” amount is the amount that will be paid if the specified performance goals are achieved at the target level (although the Compensation Committee may reduce any award if it chooses to do so). The “Threshold” 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) 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). 94 Table of Contents The following table sets forth certain information about outstanding stock awards held by the Named Executive Officers as of the end of fiscal 2021. None of the Named Executive Officers holds any stock options. Outstanding Equity Awards at Fiscal Year-End Stock Awards Name Award Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested (1) Jason A. Kulas 2/22/2021 253,479 $ 1,918,836 1/27/2021 129,517 $ 980,444 Timothy K. Jugmans 2/22/2021 58,846 $ 445,464 1/27/2021 17,076 $ 129,265 12/11/2018 10,690 (2) $ 80,923 Philip E. Cohen — — Lachlan P. Given 2/22/2021 119,284 $ 902,980 1/27/2021 74,303 $ 562,474 12/11/2018 70,093 (2) $ 530,604 Francisco J. Kuthy Saenger 2/22/2021 79,522 $ 601,982 1/27/2021 61,919 $ 468,727 12/11/2018 24,978 (2) $ 189,083 (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 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. Stock Vested The following table sets forth, with respect to each of the Named Executive Officers, certain information about restricted stock that vested during fiscal 2021: Stock Awards Named Executive Officer Number of Shares Acquired on Vesting Value Realized on Vesting (1) Jason A. Kulas 90,768 (2) $ 435,686 Timothy K. Jugmans 11,605 (3) $ 57,793 Philip E. Cohen — — Lachlan P. Given 147,698 (4) $ 735,536 Francisco J. 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 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. 95 Table of Contents Other Benefits and Perquisites 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 cas h. Participants may invest their contributions in various fund options, but are prohibited from investing their contributions in our common stock. 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 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, 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. A participant may not withdraw any portion of his or her SERP account while still employed by the Company unless, in the sole opinion of management, the participant has an unforeseeable emergency, which is defined as a severe financial hardship resulting from an illness or accident of the participant, the participant’s spouse or a dependent; the loss of the participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the participant’s control. The following table describes the SERP contributions, earnings and balance at the end of fiscal 2021 for each of the Named Executive Officers: Nonqualified Deferred Compensation Named Executive Officer Company Contributions in Fiscal 2021 (1) Aggregate Earnings in Fiscal 2021 (2) Aggregate Withdrawals/Distributions in Fiscal 2021 Aggregate Forfeitures in Fiscal 2021 Aggregate Balance at September 30, 2021 (3) Jason A. Kulas $ 85,000 $ 5,169 — — $ 90,169 Timothy K. Jugmans $ 37,000 $ 10,832 — — $ 47,832 Philip E. Cohen — — — — — Lachlan P. Given $ 60,000 $ 114,104 — — $ 666,116 Francisco J. Kuthy Saenger — — — — — (1) These amounts were included in the Summary Compensation Table above in the column labeled “All Other Compensation.” (2) These amounts were not included in the Summary Compensation Table as the earnings were not in excess of market rates. (3) Of the Aggregate Balance at September 30, 2021, the following amounts were previously reported as compensation in the Summary Compensation Tables for prior years: $360,000 for Mr. Given 96 Table of Contents 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) Other Benefits (4) Total Jason A. Kulas 2021 $ 21,636 $ 1,392 $ 94,495 — $ 117,523 2020 $ 12,138 $ 812 $ 3,505 $ 40,000 $ 56,455 2019 — — — $ 40,000 $ 40,000 Timothy K. Jugmans 2021 $ 21,636 $ 1,392 $ 43,390 — $ 66,418 2020 — $ 1,392 $ 4,254 — $ 5,646 2019 — $ 1,392 $ 4,791 — $ 6,183 Philip E. Cohen 2021 $ 14,448 $ 1,392 $ 7,692 — $ 23,532 2020 $ 13,896 $ 1,392 $ 5,740 — $ 21,028 2019 — — — — — Lachlan P. Given 2021 $ 21,636 $ 1,392 $ 60,000 — $ 83,028 2020 $ 20,808 $ 1,392 $ 60,000 — $ 82,200 2019 $ 19,452 $ 1,920 $ 60,000 — $ 81,372 Francisco J. 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 (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. (2) Represents group life insurance premiums paid on behalf of the Named Executive Officers. The benefit provides life and accidental death and dismemberment coverage for the Named Executive Officers at three times annual salary up to a maximum of $1 million. (3) Includes Company contributions to the 401(k) plan and the Supplemental Executive Retirement Plan. (4) The amounts shown as Other Benefits include the following: Mr. Kulas — The amounts shown represent directors fees paid to Mr. Kulas in his capacity as a non-employee director prior to his joining the Company as an executive in February 2020. Mr. 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: • Restricted Stock Award Agreements — The standard restricted stock award agreement pursuant to which we grant restricted stock or restricted stock units to our Team Members generally provides that vesting is accelerated in the event of the holder’s death or disability. • SERP Contributions — For all executives who participate in the SERP (including the Named Executive Officers), any unvested Company contributions to the SERP will vest in the case of death or disability of the participant or a change-in-control. • General severance benefits — We currently provide each of our executive officers (other than Mr. Cohen) with one-year salary continuation if his or her employment is terminated by the Company without cause. 97 Table of Contents The following table sets forth the amounts of severance or termination benefits that would have been payable to each of the Named Executive Officers upon the occurrence of various events, assuming each of the events occurred on September 30, 2021: Salary Incentive Bonus Accelerated Vesting of Restricted Stock (1) Accelerated Vesting of SERP Balance Resignation for Good Reason: Jason A. Kulas $ 850,000 — — — Timothy K. Jugmans — — — — Philip E. Cohen — — — — Lachlan P. Given — — — — Francisco J. Kuthy Saenger — — — — Termination Without Cause: Jason A. Kulas $ 850,000 — — — Timothy K. Jugmans $ 370,000 — — — Philip E. Cohen — — — — Lachlan P. Given $ 600,000 — — — Francisco J. Kuthy Saenger (2) $ 904,467 — — — Death or Disability: Jason A. Kulas — — $ 2,899,280 $ 90,169 Timothy K. Jugmans — — $ 1,037,014 $ 47,832 Philip E. Cohen — — — — Lachlan P. Given — — $ 1,465,454 $ 128,135 Francisco J. 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). (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. To date, the Committee has not included change-in-control acceleration provisions in any awards. Unless such provisions were subsequently included, then the only benefit that would inure to the Named Executive Officers by reason of a change-in-control itself would be the accelerated vesting for SERP contributions (equal to the same benefit as that set forth under “Death or Disability” in the table above). If an executive’s employment was terminated following a change-in-control, then the severance benefits described above would apply, depending on the circumstances of the termination. Director Compensation Each non-employee director receives a basic annual retainer fee, with the Lead Independent Director, the chair of the Audit Committee and the chair of the People and Compensation Committee each receiving an additional amount. During fiscal 2021, the basic annual retainer fee was $80,000, and additional amounts paid to the Lead Independent Director, the chair of the Audit Committee and the chair of the People and Compensation Committee were $40,000, $27,500 and $15,000, respectively. Annual retainer fees are paid in cash on a quarterly basis. The non-employee directors are also eligible for stock option and restricted stock awards. The number of options or shares of restricted stock awarded, as well as the other terms and conditions of the awards (such as vesting and exercisability schedules and termination provisions), are determined by the Board of Directors upon the recommendation of the 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 98 Table of Contents 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. Mr. Cohen and Mr. Kulas are executive officers of the Company and do not receive any additional compensation for serving on the Board of Directors. Ms. Brown, Mr. Dooner, Mr. Stone, Mr. Webb and Ms. 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 Matthew W. Appel $ 126,875 $ 236,026 (2) $ 362,901 Zena Srivatsa Arnold $ 80,000 $ 236,026 (2) $ 316,026 Shelagmichael Brown $ 40,000 $ 76,026 (3) $ 116,026 Hugo R. Dooner $ 40,000 $ 76,026 (3) $ 116,026 Pablo Lagos Espinosa $ 95,000 $ 236,026 (2) $ 331,026 Kent V. Stone $ 40,000 $ 76,026 (3) $ 116,026 Gary L. Tillett $ 100,625 $ 236,026 (2) $ 336,651 Robert W. K. (Robb) Webb $ 40,000 $ 76,026 (3) $ 116,026 Rosa Zeegers $ 40,000 $ 76,026 (3) $ 116,026 (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: 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. 99 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Equity Compensation Plans Stockholders have approved the 2010 Long-Term Incentive Plan, which we currently use for stock incentive awards. These awards can be in the form of stock options, stock appreciation rights, stock bonuses, restricted stock, restricted stock units, performance units or performance shares. We do not have any equity compensation plans that were not approved by stockholders. The following table summarizes information about our equity compensation plans as of September 30, 2021: Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options (a) Weighted Average Exercise Price of Outstanding Options (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity compensation plans approved by security holders — — 174,419 Equity compensation plans not approved by security holders — — — Total — — 174,419 100 Table of Contents Stock Ownership Phillip E. Cohen controls EZCORP through his ownership of all of the issued and outstanding stock of MS Pawn Corporation, the sole general partner of MS Pawn Limited Partnership, which owns 100% of our Class B Voting Common Stock. The following table presents information regarding the beneficial ownership of our Common Stock as of 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. Class A Non-voting Common Stock Class B Voting Common Stock Beneficial Owner Number Percent Number Percent Voting Percent MS Pawn Limited Partnership (a) MS Pawn Corporation Phillip Ean Cohen 2500 Bee Cave Road Bldg One, Suite 200 Rollingwood, Texas 78746 2,974,047 (b) 5.31 % (b) 2,970,171 100 % 100 % Blackrock Inc. 55 East 52 nd Street New York, New York 10055 8,429,871 (c) 15.04 % — — — Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, Texas 78746 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. P.O. Box 2600, V26 Valley Forge, Pennsylvania 19482-2600 3,306,721 (c) 5.90 % — — — Matthew W. Appel 129,976 * — — — Zena Srivatsa Arnold 49,257 * — — — Pablo Lagos Espinosa 156,676 * Jason A. Kulas 114,017 * Gary L. Tillett 49,257 * Timothy K. Jugmans 28,064 (d) * — — — Lachlan P. Given 443,058 (e) * — — — Francisco J. 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 % (a) MS Pawn Corporation is the general partner of MS Pawn Limited Partnership and has the sole right to vote its shares of Class B Common Stock and to direct their disposition. Mr. Cohen is the sole stockholder of MS Pawn Corporation. (b) The number of shares and percentage reflect Class A Common Stock, inclusive of Class B Common Stock, shares of which are convertible to Class A Common Stock on a one-to-one basis. (c) As of September 30, 2021 based on Form 13F. (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. 101 Table of Contents ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Related Party Transactions Review and Approval of Transactions with Related Persons The Board of Directors has adopted a written comprehensive policy for the review and evaluation of all related party transactions. Under that policy, the Audit Committee is charged with the responsibility of (a) reviewing and evaluating all transactions, or proposed transactions, between the Company and a related person and (b) approving, ratifying, rescinding or taking other action with respect to each such transaction. With respect to any specific transaction, the Audit Committee may, in its discretion, transfer its responsibilities to either the full Board of Directors or to any special committee of the Board of Directors designated and created for the purpose of reviewing, evaluating, approving or ratifying such transaction. Employment arrangement with Nicholas Cohen Nicholas Cohen, the son of Phillip E. Cohen, the beneficial owner of all of our Class B Voting Common Stock and our Executive Chairman, has been an employee of the Company since May 2018. 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, 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 The Board of Directors believes that the interests of the stockholders are best served by having a substantial number of objective, independent representatives on the Board. For this purpose, a director is considered to be independent if the Board determines that the director does not have any direct or indirect material relationship with the Company that may impair, or appear to impair, the director’s ability to make independent judgments. The Board has evaluated all relationships between 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) Matthew W. Appel Independent Zena Srivatsa Arnold Independent Shelaghmichael Brown (b) Independent Phillip E. Cohen Not independent (c) Hugo R. Dooner (b) Independent Jason A. Kulas Not independent (c) Pablo Lagos Espinosa Independent Kent V. Stone (b) Independent Gary L. Tillett Independent Robert W. K. (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. Under those standards, a person generally will not be considered independent if he or she has a relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq rules also describe specific relationships that will prevent a person from being considered independent. (b) Service on the Board terminated as of the 2021 Annual Meeting of Stockholders held on February 18, 2021. (c) Mr. Cohen and Mr. 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. 102 Table of Contents ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table presents all fees we incurred in connection with professional services provided by BDO USA, LLP for fiscal 2021 and 2020: Year Ended September 30, 2021 2020 Audit of financial statements and audit pursuant to section 404 of the Sarbanes-Oxley Act and quarterly reviews $ 1,556,000 $ 1,960,400 Audit related fees — — Tax fees — — All other fees — — $ 1,556,000 $ 1,960,400 The amounts shown for fiscal 2021 include our current estimated costs for the fiscal 2021 integrated audit, for which we have not yet received final billings. The amounts shown for fiscal 2020 include an increase of $265,000 in fees that were billed above our initial estimates for fiscal 2019 after we filed our Annual Report on Form 10-K for the year ended September 30, 2020. The Audit Committee has adopted a policy requiring its pre-approval of all fees to be paid to our independent audit firm, regardless of the type of service. All non-audit services were reviewed with the Audit Committee, which concluded that the provision of such services by BDO USA, LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. 103 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as a part of this 10-K: (1) Financial Statements The following consolidated financial statements of EZCORP, Inc. are included in “Part II — Item 8 — Financial Statements and Supplementary Data”: • Report of Independent Registered Public Accounting Firm (2021 and 2020) — BDO USA, LLP • Consolidated Balance Sheets as of September 30, 2021 and 2020 • Consolidated Statements of Operations for each of the three years in the period ended September 30, 2021 • Consolidated Statements of Comprehensive (Loss) Income for each of the three years in the period ended September 30, 2021 • Consolidated Statements of Cash Flows for each of the three years in the period ended September 30, 2021 • Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended September 30, 2021 • Notes to Consolidated Financial Statements. (2) Financial Statement Schedules Financial statement schedules are omitted because they are not required or are not applicable, or the required information is provided in the consolidated financial statements or notes described in Item 15(a)(1) above. ITEM 16. FORM 10-K SUMMARY None. 104 Table of Contents Exhibits Incorporated by Reference Filed Herewith Exhibit Description of Exhibit Form File No. Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation 8-K 0-19424 3.1 October 3, 2013 3.2 Certificate of Amendment, dated March 25, 2014, to the Company’s Amended and Restated Certificate of Incorporation 8-K 0-19424 99.1 March 25, 2014 3.3 Amended and Restated By-Laws, effective July 20, 2014 8-K 0-19424 3.2 July 22, 2014 4.1 Specimen of Class A Non-voting Common Stock Certificate S-1 33-41317 4.1 August 23, 1991 4.2 Description of EZCORP, Inc. Class A Non-voting Common Stock 8-K 0-19424 4.1 October 3, 2013 4.3 Indenture, dated July 5, 2017, between EZCORP, Inc., and Wells Fargo Bank, National Association, as trustee 8-K 0-19424 4.1 July 6, 2017 4.4 Indenture, dated May 14, 2018, between EZCORP, Inc., and Wells Fargo Bank, National Association, as trustee 8-K 0-19424 4.1 May 15, 2018 4.5 Successor Trustee Agreement, dated September 12, 2019, Between EZCORP, Inc., and Wells Fargo Bank, National Association, as prior trustee, and Branch Banking and Trust Company, as successor trustee 8-K 0-19424 4.1 October 7, 2019 10.1* EZCORP, Inc. Supplemental Executive Retirement Plan effective December 1, 2005 8-K 0-19424 10.94 December 1, 2005 10.2* Amended and Restated EZCORP, Inc. 2010 Long-Term Incentive Plan, Effective November 28, 2018 8-K 0-19424 10.1 November 29, 2018 10.3* Form of Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement between the Company and certain employees, including the executive officers 10-K 0-19424 10.15 November 24, 2010 10.4* Form of Restricted Stock Award for non-employee directors 10-K 0-19424 10.17 November 24, 2010 21.1 List of Subsidiaries of EZCORP, Inc. x 23.1 Consent of BDO USA, LLP, Independent Registered Public Accounting Firm x 31.1 Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 x 31.2 Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 x 32.1† Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 x 101.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) _____________________________ * Identifies Exhibit that consists of or includes a management contract or compensatory plan or arrangement. † The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. 105 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized: EZCORP, Inc. Date: November 17, 2021 By: /s/ Jason A. Kulas Jason A. Kulas, Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Jason A. Kulas Chief Executive Officer and Director (principal executive officer) November 17, 2021 Jason A. Kulas /s/ Timothy K. Jugmans Chief Financial Officer (principal financial officer) November 17, 2021 Timothy K. Jugmans /s/ Phillip E. Cohen Executive Chairman of the Board November 17, 2021 Phillip E. Cohen /s/ Matthew W. Appel Director November 17, 2021 Matthew W. Appel /s/ Zena Srivatsa Arnold Director November 17, 2021 Zena Srivatsa Arnold /s/ Pablo Lagos Espinosa Director November 17, 2021 Pablo Lagos Espinosa /s/ Gary L. Tillett Director November 17, 2021 Gary L. Tillett /s/ Fred Herman Chief Accounting Officer (principal accounting officer) November 17, 2021 Fred Herman 106