What changed in this filing

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Item 9A. Controls and Procedures

2022-11-16 compared with 2021-11-17 · 551 added, 352 removed, 867 unchanged (51% of the section changed)

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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.

During the fourth quarter of fiscal 2022, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that, in the aggregate, have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Internal Controls

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Tillett 63 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;

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

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

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Accordingly, we value experience in the legislative, judicial or regulatory branches of government or government relations.

Board Diversity — The following table summarizes the gender and demographic diversity of our Board of Directors:

Board Diversity Matrix (as of November 1, 2022)

Total number of Directors 7

Gender Identity 1 14% 6 86%

Demographic Background:

Hispanic or Latinx 1 14%

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.

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

Arnold has over 15 years of experience in marketing, brand management, strategy development and business operations.

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

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);

Arnold has 20 years of experience in marketing, brand management, strategy development and business operations.

She serves as Senior Vice President, Carbonated Soft Drinks, at PepsiCo., Inc., where she oversees the brand and business for the Carbonated Soft Drink portfolio in North America, including some of the company’s largest brands such as Pepsi and Mountain Dew.

Prior to joining PepsiCo in March 2022, she was the Chief Digital and Marketing Officer of Kimberly-Clark Corporation, a global personal care and consumer products company (April 2020 to March 2022), and spent 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);

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

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

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

Given is our Chief Executive Officer and a director, having been appointed to that role, and elected to the

Board of Directors, in March 2022, after serving as Co-Interim Chief Executive Officer since January 2022.

From September 2020 to January 2022, he was Chief Strategy, M&A and Funding Officer, with 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 previously served on 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).

Before joining the Company as an executive, Mr.

Given provided financial and advisory services to the Company through his own business and financial advisory firm and as a consultant to Madison Park LLC, which is wholly owned by Phillip E.

Cohen, who is the beneficial owner of all of our Class B Voting Common Stock.

Given is also a director of The Farm Journal Corporation, a 135-year old pre-

agricultural media company;

Senetas Corporation Limited (ASX:

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

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

and Cash Converters International Limited (ASX:

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.

Kulas is a member of the Board of Directors and holds the position of Vice Chairman and Chief Financial Officer of Exeter Finance LLC.

a leading indirect auto finance company.

He is a former EZCORP executive, having served as Chief Executive Officer from July 2020 to January 2022 when he left to join Exeter Finance, and President and Chief Financial Officer from February 2020 to July 2020.

He first became associated with EZCORP 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.

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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 currently serves 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.

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Since his retirement in December 2008, Mr.

Lagos has been an investor and

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

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

He currently serves as Chairman of the board of Casa del Parque, a privately held enterprise focused on developing senior living residences in Mexico.

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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.

From January 2020 through June 2022,

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

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Cohen 75 Executive Chairman

Kulas 50 Chief Executive Officer

Given 44 Chief Strategy, M&A and Funding Officer

Given 45 Chief Executive Officer

Jugmans 46 Chief Financial Officer

John Blair Powell, Jr.

53 President, Global Pawn

54 Chief Operating Officer

Keith Robertson 58 Chief Information Officer

Sunil Sajnani 42 Chief Audit and Loss Prevention Executive

Nicole Swies 43 Chief Revenue and Operations Officer

Nicole Swies 44 Chief Revenue Officer

Lisa VanRoekel 53 Chief Human Resources Officer

(1) 67 Chief Legal Officer and Secretary

Ellen Bryant (1) 50 Vice President, Deputy General Counsel

Welch has announced that he is retiring from the Company effective December 31, 2022.

Ellen Bryant (current Vice President, Deputy General Counsel) will assume the position of Chief Legal Officer and Secretary as of that time.

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.

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

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

mergers, acquisitions and strategic investments;

and capital market and institutional funding activities.

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

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

He also served on the Compensation Committee from July 2014 to April 2019.

Given is the sole beneficial owner of LPG Limited (HK), a

business and financial advisory firm, and prior to assuming the role of Executive Vice Chairman of EZCORP, provided international financial and advisory services to a number of companies, including EZCORP from October 2012 to June 2014.

Given 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.

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.

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

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

Jugmans — Mr.

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

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.

He serves as non-executive Chairman of the Board of Cash Converters International Limited (ASX:CCV), having been appointed to that position in April 2022.

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

John Blair Powell, Jr.

Powell serves as President, Global Pawn.

Powell serves as Chief Operating Officer and has responsibility for store-level operations for all of the Company’s locations worldwide.

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.

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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.

He served as Co-Interim Chief Executive Officer from January 2022 to March 2022, when he was appointed Chief Operating Officer.

Powell attended Sam Houston State University.

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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.

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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.

Swies is our Chief Revenue Officer, responsible for global operations administration and earning assets.

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.

She served as Chief Revenue and Operations Officer, with additional responsibility for digital initiatives and marketing, from September 2020 to March 2022, when her title was changed to Chief Revenue Officer.

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.

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

In March 2022, she was assigned the additional responsibility of overseeing the Company’s Real Estate and Facilities team.

Prior to joining the Company, Ms.

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

Prior to joining

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

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

VanRoekel holds B.S.

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degree from the University of Texas at Austin.

Welch has announced that he is retiring from the Company effective December 31, 2022.

The Company will engage him in a limited advisory capacity for a period of one year following his retirement.

Ellen Bryant — Ms.

Bryant serves as Vice President and Deputy General Counsel, providing executive legal support to the Company’s U.S operations and corporate shared services and overseeing the Company’s Compliance and Government Relations functions.

Bryant joined the Company in January 2004 as Associate General Counsel and has held legal roles of increasing responsibility through August 2015, when she was promoted to her current position.

During her tenure with the Company, Ms.

Bryant has been primarily responsible for legal support of the Company’s pawn segments, with experience in the U.S.

and Mexico, mergers and acquisitions, financial services, compliance, and general corporate matters.

Prior to joining the Company, Ms.

Bryant was a Staff Attorney with the Texas Automobile Dealers Association.

She received a Bachelor of Arts degree from the University of Texas at Austin and a J.D.

degree from the University of Houston Law Center.

Bryant has been appointed Chief Legal Officer and Secretary effective January 1, 2023.

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.

Based on written representations and a review of the relevant Forms 3, 4 and 5, during fiscal 2022 all persons subject to Section 16 of the Securities Exchange Act of 1934 with respect to EZCORP timely filed all reports required by Section 16(a) of the Securities Exchange Act, except for the following:

As reported in our 2021 Annual Report on Form 10-K, in November 2021, the People and Compensation Committee determined that, as a result of the Company’s Adjusted Net Income performance during fiscal 2021, 150% of the first tranche of the fiscal 2021 restricted stock units (the “FY21 RSUs”) were available for vesting for those participants whose employment continues through the end of fiscal 2023.

The award of FY21 RSUs to our executive officers was appropriately reported on Form 4s at the 100% level at the time of grant in February 2021, but we failed to file Form 4s for the incremental “bonus” units in November 2021 when they were awarded.

The award of those bonus units was subsequently reported on Form 4s filed in October 2022 as follows:

Given, 19,881 units;

Jugmans, 9,808 units;

Robertson, 8,880 units;

Sajnani, 9,278 units;

Swies, 9,808 units;

VanRoekel, 9,278 units;

Welch, 10,868 units.

Code of Conduct

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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 approving (or recommending, as appropriate) 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;

reviewing and recommending to the full Board all equity compensation to be paid to our Team Members (including the executive officers);

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

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People and Compensation Committee 7 —

Nominating Committee 2 —

EXECUTIVE COMPENSATION

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Name Position

Kulas Chief Executive Officer

Given (1) Chief Executive Officer

Jugmans Chief Financial Officer

Cohen Executive Chairman

Given Chief Strategy, M&A and Funding Officer

Kuthy Saenger (1) President, Latin America Pawn

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

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

In connection with that realignment, Mr.

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

John Blair Powell, Jr.

(1) Chief Operating Officer

Chief Legal Officer and Secretary

Kulas (2) Former Chief Executive Officer

Given and Mr.

Powell served as Co-Interim Chief Executive Officers from January 12, 2022 to March 3, 2022, when Mr.

Given was appointed Chief Executive Officer and Mr.

Powell was appointed Chief Operating Officer.

(2) During fiscal 2022, Mr.

Kulas served as Chief Executive Officer until January 12, 2022, when he resigned from the Company to pursue another opportunity.

He continues to serve on our Board of Directors.

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

Executive Compensation Philosophy and Program Design

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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 Link significant portion 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

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Long-term incentives

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

Equity incentive grants with vesting tied to achievement of earnings-based goals and continued employment

Executive retirement

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(“Mercer”), the Committee’s independent compensation consultant, delivered its Fiscal 2022 Executive Compensation Competitive Market Assessment (the “FY22 Mercer Executive Compensation Report”) to the Committee in August 2021 in connection with the Committee’s review and evaluation of the executive compensation program and pay levels for fiscal 2022.

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.

For that report, Mercer collected competitive pay data for a peer group of 12 publicly traded companies reviewed and approved by the Committee in May 2021.

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

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ENVA Consumer Finance

First Cash, Inc.

FirstCash Holdings, Inc.

FCFS Consumer Finance — Pawn Operator

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World Acceptance Corporation WRLD Consumer Finance

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.

This group was the same as the peer group used in fiscal 2021.

When the peer group was approved by the Committee, Mercer noted that the Company was below the 25th percentile of the peer group in terms of market capitalization, EBITDA and EBITDA margin, but approximated the median in terms of revenue and revenue growth.

Mercer observed that peer group companies continued to be a good fit from a business and revenue standpoint, and did not propose any changes to the group for fiscal 2022.

To benchmark the Company’s executive compensation, Mercer used peer group data from the most recently available proxy filings (CEO and CFO positions and other executive positions where available) and its own executive compensation survey data (for all 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 FY22 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.

Cohen, is subject to a special multi-year compensation arrangement that was approved by the full Board in September 2019 and renewed on the same terms for fiscal 2022.

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.

The FY22 Mercer Executive Compensation Report contained the following general observations, which the Committee took into consideration in evaluating and approving executive compensation for fiscal 2022:

• Cash compensation for most of the Company’s executive officers is between the 50th and 75th percentiles.

• Long-term incentive compensation (at target levels) is mixed vs.

the market, with seven of the Company’s executive officers at or below the 50th percentile and three at or above.

• As a whole, total direct compensation (cash compensation plus long-term incentive) for the Company’s executive officers approximates the 40th percentile, but there is wide variation, with three executives being above the 75th percentile and two (the CEO and CFO) being below the 25th percentile, reflecting below-market long-term incentives.

Components of Compensation and Fiscal 2022 Executive Compensation Actions

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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 2022 and 2021:

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Fiscal 2021 Base Salary

Kulas (1) $ 850,000 $ 850,000 0%

Given (1) $ 750,000 $ 600,000 25%

Jugmans (2) $ 450,000 $ 370,000 22%

Cohen $ 1,500,000 $ 1,500,000 0%

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

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

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

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

Jugmans was appointed Interim Chief Financial Officer in September 2020.

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

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

Jugmans was promoted to Chief Financial Officer in May 2021.

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

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

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

Jugmans, would be held flat for fiscal 2022.

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

John Blair Powell, Jr.

(3) $ 550,000 $ 375,000 47%

$ 410,000 $ 410,000 0%

Kulas (4) $ 850,000 $ 850,000 0%

Given was appointed Co-Interim Chief Executive Officer effective January 12, 2022 and Chief Executive Officer effective March 3, 2022.

The amount shown for fiscal 2022 represents his annualized base salary for the CEO position, which was made effective January 12, 2022.

During fiscal 2021 and until January 12, 2022, Mr.

Given held the position of Chief Strategy, M&A and Funding Officer, and the amount shown for fiscal 2021 represents his annualized base salary for that position.

The percentage increase reflects Mr.

Given’s promotion to the CEO position, although his base salary as CEO represents a 12% decrease from the base salary of the previous CEO.

Jugmans was promoted from Interim Chief Financial Officer to Chief Financial Officer in May 2021.

but received no base salary increase at that time.

In September 2021, the Committee approved a base salary increase to $420,000 for fiscal 2022 (representing an increase of 14%) and indicated that it expected to approve a further increase to $450,000 for fiscal 2023 to better align Mr.

Jugmans’ compensation with the competitive market benchmarks.

In February 2022, in recognition of Mr.

Jugmans’ performance, particularly in the context of the CEO change that occurred in January 2022, the Committee approved a base salary increase to $450,000 (with retroactive effect from January 12, 2022), essentially accelerating the increase planned for fiscal 2023.

The percentage increase shown represents the aggregate increase vs.

the base salary for fiscal 2021.

(3) In October 2021, the Committee approved a fiscal 2022 base salary for Mr.

Powell, who was serving as President, Global Pawn at that time, of $450,000 (representing an increase of $75,000, or 20%, over the fiscal 2021 base salary Mr.

Powell received in his previous role as President, US Pawn).

In January 2022, Mr.

Powell was appointed Co-Interim Chief Executive Officer (effective January 12, 2022), and he served in that position with Mr.

Given until March 3, 2022, when he was appointed Chief Operating Officer.

The amount shown for fiscal 2022 represents the annualized base salary for the COO position, which was made effective January 12, 2022.

The percentage increase shown represents the aggregate increase associated with the two promotions — from President, US Pawn to President, Global Pawn to Chief Operating Officer.

(4) During fiscal 2022, Mr.

Kulas served as Chief Executive Officer until January 12, 2022, when he resigned from the Company to pursue another opportunity.

The amount shown for fiscal 2022 represents the annualized salary being paid to Mr.

Kulas at that time.

In September 2022, the Committee determined that the base salaries for the Named Executive Officers would be held flat for fiscal 2023.

Annual Short-Term Incentive

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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 following is a summary of the terms of the fiscal 2022 STI plan, which the Committee approved in October 2021 after significant deliberations regarding the appropriate performance measures:

• The fiscal 2022 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:

The bonus opportunity for each participant was determined based a designated target amount, 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, and an assessment of individual performance.

• Participants were assigned to one of four “STI Incentive Pools” — Consolidated Executive Officer, Consolidated, US Pawn and Latin America Pawn — and the total target amount for each pool equaled the aggregate designated target amount for the participants in that pool.

• The plan was subject to a “Company Performance Gate,” such that no pool would be funded 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, then each pool was funded in a range from 0% to 150% of the total target amount assigned to that pool, based on the level of achievement of the applicable performance goal for that pool.

• The performance goal for each pool was based on the Adjusted EBITDA shown in the Board-approved budget for fiscal 2022 (excluding any impact of our investment in Cash Converters), as follows:

Consolidated, $83.8 million;

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and Latin America Pawn, $37.7 million.

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

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

Jugmans and Mr.

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

Kulas and 70% for Mr.

Jugmans and Mr.

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

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

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

Kuthy Saenger 100%

The threshold level for each pool (i.e, the performance needed to achieve 50% funding) was set at 85% of the designated performance goal for that pool, and the maximum level (i.e., the performance needed to achieve 150% funding) was set at 110% of the designated performance goal.

The Company Performance Gate was set at 85% of the consolidated performance goal.

• Each participant’s bonus amount was funded out of their assigned pool based on an evaluation of their individual performance against objectives specified at the beginning of the year.

For all participants other than the Executive Officers, the final bonus amounts were determined by management.

For the Executive Officers (other than the CEO), the final bonus amounts were recommended by the CEO and approved by the Committee.

The final bonus amount for the CEO was determined by the Committee.

The following table sets forth the fiscal 2022 STI target amount for each of the Named Executive Officers:

Named Executive Officer (1) Fiscal 2022 STI Target Amount

Target Amount as % of Base Salary

Given (2) $ 1,125,000 150%

Jugmans (3) $ 450,000 100%

John Blair Powell, Jr.

(4) $ 550,000 100%

$ 246,000 60%

Kulas (5) $ 1,275,000 150%

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.

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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.

Given’s fiscal 2022 STI target amount was originally set at $600,000 (100% of base salary) in his role as Chief Strategy, M&A and Funding Officer.

The target amount was increased to that shown (effective January 12, 2022) in connection with Mr.

Given’s promotion to Chief Executive Officer.

Jugmans’ fiscal 2022 STI target amount was originally set at $336,000 (80% of base salary), but was increased to that shown (effective January 12, 2022) in recognition of Mr.

Jugmans’ performance , particularly in the context of the CEO change that occurred in January 2022,

Powell’s fiscal 2022 STI target amount was originally st at $360,000 (80% of base salary) in his role as President, Global Pawn.

The target amount was increased to that shown (effective January 12, 2022) in connection with Mr.

Powell’s promotion to Chief Operating Officer.

Kulas resigned as Chief Executive Officer effective January 12, 2022 to pursue another opportunity and did not receive any STI bonus for fiscal 2022.

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

During fiscal 2022, the Company’s achieved Adjusted EBITDA (excluding any impact of our investment in Cash Converters) of $108.0 million (129% of the speci fied consolidated performance goal);

US Pawn achieved Adjusted EBITDA of $139.6 million (123% of the specified US Pawn performance goal);

and Latin America Pawn achieved Adjusted EBITDA of $31.4 million (83% of the specified Latin America Pawn performance goal).

For Consolidated and US Pawn, the Adjusted EBITDA numbers used for measuring performance for STI purposes were substantially similar to the corresponding actual numbers based on GAAP results.

For Latin America Pawn, Adjusted EBITDA included adjustments only for constant currency for Latin America Pawn and certain one-time severance costs.

In addition to the noted financial performance, management was successful in completing specific initiatives that were designed to drive progress across the key strategic focus areas for fiscal 2022, which included:

• Strengthening our core pawn business;

• Driving cost efficiency;

• Improving our Team Member experience;

• Improving and expanding our customer engagement through innovation and growth;

• Modernizing our IT and data management systems;

• Enhancing and maintaining our culture of risk management and compliance.

These strategic focus areas provided the foundation for delivering strong financial performance through increased earnings and efficient balance sheet management.

Following a consideration of all of these factors, the Committee approved the following funding levels for the fiscal 2022 STI Incentive Pools:

Consolidated Executive Officers, 150%;

Consolidated, 150%;

US Pawn, 150%;

and Latin America Pawn, 0%.

The specific bonus amount for each individual participant was based on the funding level for the applicable pool and the participant’s individual performance.

The Committee

approved the payouts for the Named Executive Officers as indicated in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table below.

Those amounts were calculated as follows:

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

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

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

Named Executive Officer (1) Target Amount STI Payout Percent of Target Awarded

Given (2) $ 976,849 $ 1,465,274 150%

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

Jugmans (2) $ 417,830 $ 626,745 150%

John Blair Powell, Jr.

(2) $ 496,384 $ 744,576 150%

$ 246,000 $ 344,400 140%

Kulas $ 1,275,000 $ — —

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

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

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

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

(2) Target Amount shown is a prorated amount reflecting the intra-year increases that were effective January 12, 2022, as described in the footnotes to the table immediately above.

Because no member of the Latin America Pawn team received an STI payout for fiscal 2022, management, understanding the need to provide appropriate compensation opportunities in order to attract and retain high performing employees who are critical to the Company’s future success and with the Committee’s support, agreed to pay an aggregate of approximately $400,000 in discretionary or retention bonuses to selected key Latin America Pawn team members.

No executive officer received any such discretionary or retention bonus.

In September 2022, the Committee approved the STI plan for fiscal 2023.

The fiscal 2023 STI plan contains the same basic design elements as the fiscal 2022 plan, except that the performance level necessary to achieve 150% funding was raised from 110% of budget to 115% of budget.

For fiscal 2023, the Target Amounts for each of the continuing Named Executive Officers will be as follows:

Given, $1,125,000;

Jugmans, $450,000;

Powell, $550,000.

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.

General — Long-term incentive (“LTI”) compensation, in the form of 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 stock and the 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.

Many of our peers have a significant time-based vesting component to their long-term awards;

however, 100% of our LTI awards (reduced to 80% for fiscal 2023, as discussed below) 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.

Since 2010, we have been issuing LTI awards under the 2010 Long-Term Incentive Plan (the “2010 LTI Plan”).

On March 1, 2022, the Committee, the full Board of Directors and the controlling stockholder approved the 2022 Long-Term Incentive Plan (the “2022 LTI Plan”) to replace the 2010 LTI Plan for all awards issued from and after January 1, 2022.

The 2010 LTI Plan remains effective, but only with respect to LTI awards issued and outstanding as of December 31.

Under the terms of the 2022 LTI Plan, all awards must be approved by the full Board of Directors, following recommendation by the Committee.

Grant frequency — Although LTI awards may be made at any time as determined by the Committee and approved by the Board, the Committee generally considers new LTI grants for executive officers and other key employees on an annual basis.

Given that these annual LTI awards are intended to incentivize performance over the full designated performance period, 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.

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

Fiscal 2022 Actions — During and after fiscal 2022, the Committee took the following actions regarding LTI awards:

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

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

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

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

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

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

Jugmans 80% $ 296,000 58,847

• Grant of fiscal 2022 LTI awards — In October 2021, the Committee approved the design and structure of the fiscal 2022 LTI awards and authorized the issuance of awards to the executive officers and other key employees.

The awards took the form of restricted stock units with the following terms:

• Each participant was assigned an LTI target amount, and the number of units awarded to the participant was determined by dividing the participant’s LTI target amount by $7.57, the closing trading price of our Class A Non-Voting Common Stock on September 30, 2021.

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

Named Executive Officer (1) Fiscal 2022 LTI Target Amount Number of Units

Given (2) $ 1,246,027 164,600

Kuthy Saenger 100% $ 400,000 65,209

Jugmans (3) $ 441,534 58,326

John Blair Powell, Jr.

(4) $ 719,178 95,003

$ 328,000 43,328

Kulas (5) $ 2,125,000 280,713

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

See “Executive Chairman Incentive Award” below.

Given’s fiscal 2022 LTI target amount was originally set at $600,000 in his role as Chief Strategy, M&A and Funding Officer, and he was granted an LTI award of 79,260 units in October 2021.

His LTI target amount was increased to $1,500,000 (effective January 12, 2022) in connection with his appointment as Chief Executive Officer, and he was granted an additional LTI award of 85,340 units in March 2022.

The Target Amount shown above is the prorated amount reflecting the intra-year increase, and the Number of Units shown above is the aggregate of the two grants.

Jugmans’ fiscal 2022 LTI target amount was originally set at $420,000, and he was granted an LTI award of 55,482 units in October 2021.

His LTI target amount was increased to $450,000 (effective January 12, 2022) in recognition of his performance , particularly in the context of the CEO change that occurred in January 2022, and he was granted an additional LTI award of 2,844 units in March 2022.

The Target Amount show above is the prorated amount reflecting the intra-year increase, and the Number of Units shown above is the aggregate of the two grants.

Powell’s fiscal 2022 LTI target amount was originally set at $450,000 in his role as President, Global Pawn, and he was granted an LTI award of 59,445 units in October 2021.

His LTI target amount was increased to $825,000 (effective January 12, 2022) in connection with his appointment as Chief Operating Officer, and he was granted an additional LTI award of 35,558 units in March 2022.

The Target Amount shown above is the prorated amount reflecting the intra-year increase, and the Number of Units shown above is the aggregate of the two grants.

(5) The Number of Units shown for Mr.

Kulas were awarded in October 2021, but forfeited in January 2022 when Mr.

Kulas resigned from the Company to pursue another opportunity.

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

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

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

the performance period.

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

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

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• 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).

• For fiscal 2022, the performance goal at target level was equal to 100% of the Adjusted Net Income shown in the Board-approved budget for fiscal 2022.

The threshold level was set at 85% of the target level, and the maximum level was set at 115% of the target level.

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

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

Kulas, 29,424 units for Mr.

Jugmans, 59,643 units for Mr.

Given and 39,762 units for Mr.

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

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

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

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

Jugmans, 10,690;

Given, 70,093;

Kuthy, 24,978.

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

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

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

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

Kulas, 8,853 units for Mr.

Jugmans, 37,152 units for Mr.

Given and 30,960 units for Mr.

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

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

• Grant of special award for Mr.

Powell — In October 2021, the Committee approved a special, one-time LTI award to Mr.

Powell, who at that time had been recently promoted to President, Global Pawn with operating responsibility for the Latin America Pawn business in addition to US Pawn.

The award was intended to acknowledge Mr.

Powell’s extraordinary contributions during fiscal 2021 as President, US Pawn, provide additional incentive for future performance in his new Global Pawn role, and provide an additional retention element to his total compensation structure.

The award consisted of 29,722 shares of restricted stock valued at $225,000 (based on a per share value of $7.57, the closing price of our Class A Non-Voting Common Stock on September 30,

2021) vesting pro-rata over a three-year period consisting of fiscal 2022, fiscal 2023 and fiscal 2024.

Any vested stock is subject to a claw-back if Mr.

Powell voluntarily terminates his employment with the Company prior to the end of such three-year period.

• Vesting of fiscal 2020 awards — As described in our Annual Report on Form 10-K for the year ended September 30, 2020, the fiscal 2020 LTI awards were approved in November 2020.

The basic design of the fiscal 2020 awards is substantially similar to the fiscal 2022 awards discussed above, 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 reported in our 2021 Annual Report, the Committee determined in November 2021 that 100% of the units allocated to fiscal 2021 were available for vesting for those participants whose employment continued through fiscal 2022.

During fiscal 2022, the Company’s Adjusted Net Income performance ($54.3 million) significantly exceeded the specified performance goal at the target level, and in November 2022, the Committee determined that 100% of the units allocated to fiscal 2022 (along with the units allocated to fiscal 2021 as described above) were vested for those participants whose employment continued through the end of fiscal 2022.

The resulting vesting for the continuing Named Executive Officers was as follows:

Given, 74,303 units;

Jugmans, 17,706 units;

Powell, 34,674 units;

Welch, 50,773 units.

• Second-year performance of fiscal 2021 awards — As described in our 2021 Annual Report, the fiscal 2021 LTI awards were approved in February 2021.

The basic design of the fiscal 2021 awards is substantially similar to the fiscal 2022 awards discussed above, except that the three-year performance period consists of fiscal 2021, fiscal 2022 and fiscal 2023.

As reported in the 2021 Annual Report, the Committee determined in November 2021 that 150% of the units allocated to fiscal 2021 were available for vesting for those participants whose employment continues through fiscal 2023.

During fiscal 2022, the Company’s Adjusted Net Income performance ($54.3 million) significantly exceeded the specified performance goal at the maximum level, and in November 2022, the Committee determined that 150% of the units allocated to fiscal 2022 were now available for vesting for those participants whose employment continues through the end of fiscal 2023.

For the continuing Named Executive Officers, this includes 59,642 units for Mr.

Given (including 19,881 “bonus” units);

29,423 units for Mr.

Jugmans (including 9,808 “bonus” units);

29,822 units for Mr.

Powell (including 9,941 “bonus” units);

and 32,604 units for Mr.

Welch (including 10,868 “bonus” units).

• First-year performance of fiscal 2022 awards — During fiscal 2022, the Company’s Adjusted Net Income performance ($54.3 million) significantly exceeded the specified performance goal at the maximum level, and in November 2022, the Committee determined that 150% of the units allocated to fiscal 2022 are now available for vesting for those participants whose employment continues through the end of fiscal 2024.

For the continuing Named Executive Officers, this includes 82,301 units for Mr.

Given (including 27,434 “bonus” units);

29,163 units for Mr.

Jugmans (including 9,721 “bonus” units);

47,502 units for Mr.

Powell (including 15,834 “bonus” units);

and 21,664 units for Mr.

Welch (including 7,221 “bonus” units).

• Grant of Fiscal 2023 Awards — In September 2022, the Committee approved the plan design for the fiscal 2023 LTI awards.

The approved design retains the basic characteristics of the fiscal 2022 awards, with the following significant modifications:

• Only 60% of the units awarded will be allocated equally among the three years in the performance period (fiscal 2023, fiscal 2025 and fiscal 2025), with each year measured separately based on an annual Adjusted Net Income performance goal.

• Half of the remaining 40% (or 20% of the total units awarded) will be subject to a cumulative performance goal based on Adjusted Net Income growth over the three-year performance period.

• The remaining 20% will be subject to time-based vesting, contingent only on continuous active employment through the end of the performance period.

• The number of performance-based units (whether annual or cumulative) that will be available to vest at the end of the performance period will range from 50% (assuming minimum threshold performance is achieved) and 150%, depending on the level of performance target achievement.

There is no “bonus” unit opportunity for the time-based units, and they will vest at 100% only if the continuous active employment condition is met;

otherwise, they will be forfeited.

The Committee believes that these modifications introduce two important features into the Company’s LTI awards.

For the past three years, LTI performance has been measured on an annual basis, relying largely on the three-year cliff vest feature to add the necessary long-term focus.

The Committee considered this structure to be appropriate during the height of the COVID pandemic when long-term forecasting was difficult if not impossible.

With the post-COVID recovery now largely complete, the Committee considers it appropriate to add in a multi-year performance measure, while at the same time retaining some portion of the separate annual performance feature.

The Committee believes this structure aligns with the Company’s business strategy by maintaining executive focus on each year’s results but also driving long-term, multi-year performance.

Additionally, the Committee determined,

with the advice of its independent consultant, that the inclusion of a relatively small time-based element better aligns the Company’s equity awards with market comparables.

The fiscal 2023 LTI awards were granted in October 2022 following approval by the Board.

The number of units awarded to each participant was determined by dividing the participant’s designated LTI target amount by $7.71, the closing trading price of our Class A Non-Voting Common Stock on September 30, 2022.

The following table shows the fiscal 2023 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

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

Jugmans 100% $ 420,000 55,482

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

Welch, who had previously announced his intention to retire from the Company effective December 31, 2022):

Named Executive Officer Fiscal 2023 LTI Target Amount Number of Units

Given (1) $ 2,000,000 259,403

Jugmans (2) $ 500,000 64,850

John Blair Powell, Jr.

$ 825,000 107,003

(1) In September 2022, the Committee approved an increase in Mr.

Given’s LTI target amount from $1,500,000 to $2,000,000.

This change better aligns Mr.

Given’s long-term incentive compensation and total direct compensation with the peer group CEOs (from below 25th percentile to 26th percentile and below 25th percentile to 32nd percentile, respectively), and is consistent with the Company’s pay-for-performance philosophy and emphasis on long-term compensation.

(2) In September 2022, the Committee approved an increase in Mr.

Jugmans’ LTI target amount from $450,000 to $500,000.

This change better aligns Mr.

Jugmans’ long-term incentive compensation and total direct compensation with the peer group CFOs (from 30th percentile to 39th percentile and 37th percentile to 40th percentile, respectively), and is consistent with the Company’s pay-for-performance philosophy and emphasis on long-term compensation.

Executive Chairman Incentive Award

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

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

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

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

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

• Providing leadership and mentorship to the newly-appointed CEO and COO;

• Providing counsel and operational guidance to improve store-level performance;

• Providing counsel and advice on key growth initiatives, including acquisitions and strategic investments and partnerships;

• Strategic planning.

As noted above, the Committee has determined that the Company Performance Gate under the fiscal 2022 STI plan has been achieved.

See “Annual Short-Term Incentive” above.

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

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

Cohen’s individual performance, the Committee approved the vesting of 100% of the FY22 Units.

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Cohen’s incentive opportunity, 50% of those Units (or 99,075 Units) will be paid out on a per-Unit value of $7.71 (the closing trading price of our Class A Common Stock on September 30, 2022), translating to a cash payout of $763,868.

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.

The remaining 50% of the FY22 Units (99,075 Units) will be paid at the end of fiscal 2023 based on the closing trading price of our Class A Non-Voting Common Stock at that time.

At the beginning of fiscal 2023, Mr.

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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):

Cohen who is not eligible for SERP contributions):

Named Executive Officer Fiscal 2022 SERP Contribution

Kulas $ 85,000

Jugmans $ 37,000

Given (1) $ 70,767

Jugmans (1) $ 44,153

John Blair Powell, Jr.

Kulas (2) $ 85,000

(1) Amount of total contribution during the year was based prorated base salary, taking into account the intra-year increases discussed above under “Components of Compensation and Fiscal 2022 Executive Compensation Actions — Base Salary.”

(2) This contribution was forfeited when Mr.

Kulas resigned from the Company in January 2022.

In September 2022, the Committee approved fiscal 2023 SERP contributions equal to 10% of base salary for each of the executive officers (other than Mr.

Cohen and Mr.

For the continuing Named Executive Officers, those contributions were $75,000 for Mr.

Kulas, $42,000 for Mr.

Jugmans and $60,000 for Mr.

Given, $45,000 for Mr.

Jugmans, $55,000 for Mr.

Other Benefits and Perquisites

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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.

Annually, the Committee sets the compensation for our executive officers, including objectives and awards under incentive plans (subject to approval of LTI awards by the Board of Directors).

The Committee also reviews all other proposed LTI awards and makes recommendations to the Board of Directors on proposed LTI awards and the 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;

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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.

Since March 2020, 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.

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

During fiscal 2022, Mercer, among other things, advised the Committee on the principal aspects of our executive compensation program, updated the Committee on evolving best practices and provided market information and analysis regarding the competitiveness of our program design and award values.

Compensation Risk

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

taking detrimental to the Company.

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

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

• Meaningful long-term equity incentive opportunities that are 100% performance-based and provide an incentive to deliver long-term growth in stockholder value as a result of sustained earnings growth.

• Meaningful long-term equity incentive opportunities that are substantially 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:

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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.

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.

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Other Executive Compensation Matters

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

Change in Control Severance Plan — The 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.

Welch) are participants in the EZCORP, Inc.

Change in Control Severance Plan (the “CIC Severance Plan”), which was approved and adopted by the Board of Directors in November 2022.

A participant in the CIC Severance Plan is entitled to receive certain severance benefits if both of the following events occur (a “double trigger”):

The Company experiences a change in control and the executive’s employment is terminated within two years thereafter.

The severance benefits include a cash payment equal to (1) a multiple of the participant’s annual base salary and target STI bonus plus (2) the participant’s prorated target bonus for the year in which the termination occurs.

In addition, the Company will provide continued healthcare benefits for a number of years equal to the applicable multiple.

The multiple referred to varies by executive officer, with the CEO, COO and CFO having multiples of 2.0 and the remaining executive officer participants having multiples of 1.5.

In connection with the CIC Severance Plan, the Board of Directors also approved amendments to the 2022 Long-Term Incentive Plan and all outstanding LTI awards to provide for the acceleration of vesting (at target levels, in the case of performance-based awards) upon the occurrence of a qualifying termination following a change in control.

This acceleration of vesting benefit applies to the CIC Severance Plan participants, as well as all other holders of outstanding LTI awards.

Generally, for purposes of the CIC Severance Plan, a change in control will be deemed to have occurred if a person or group acquires beneficial ownership of 50% or more of the combined voting power of the outstanding Company securities, either directly or through consummation of a business combination;

provided, however, that any acquisition or beneficial ownership of voting securities by, or a transfer of voting securities to, Mr.

Cohen, any of his heirs or any entity that is owned or controlled by Mr.

Cohen or any of his heirs, shall not constitute a change in control.

The foregoing is just a summary description of the principal terms of the CIC Severance Plan and is qualified in its entirety by reference to the full terms and provisions set forth in the plan document, which is filed as an exhibit to this Report.

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

• Unless severance benefits under the CIC Severance Plan are triggered, each of our executive officers will receive one year’s base salary (as a lump sum or in the form of salary continuation) if their 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.

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

Each of our executive officers (other than Mr.

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

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

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

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

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

Retirement arrangements for Mr.

Welch has been an executive officer, serving in the position of Chief Legal Officer (or General Counsel) and Secretary since April 2009.

In September 2022, Mr.

Welch (who was not a Named Executive Officer at the time) announced his intention to retire from active employment with the Company at the end of the calendar year.

In connection with such retirement, the Company has agreed to provide Mr.

Welch with a one-time retirement payment of $205,000 and continued healthcare benefits through the end of fiscal 2024.

In addition, the Company has agreed to treat the portions of Mr.

Welch’s fiscal 2021 and fiscal 2022 LTI awards that are allocable to completed performance periods as “earned,” meaning they will not expire upon Mr.

Welch’s retirement but will continue to be subject to the vesting provisions set forth in the applicable award agreements (except for the requirement of continued employment).

All portions of such awards that are allocable to future performance periods (including fiscal 2023) will be forfeited as of the retirement date.

The Company any Mr.

Welch also entered into an Advisory Agreement under which Mr.

Welch will provide limited advisory services to the Company, including advice and counsel on certain specified legal matters and general assistance as requested.

Advisory fees under the agreement will be $205,000, payable monthly.

The term of the advisory arrangement will begin on January 1, 2023 and run for one year, subject to early termination by either party or extension by mutual agreement.

The terms of the retirement arrangement and the advisory arrangement were reviewed and approved by the Committee.

Compensation Committee Report

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

Name and Principal Position Fiscal Year Salary

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

Chief Executive Officer

The amounts shown reflect the compensation received by each of the Named Executive Officers for the positions in which they were serving during the fiscal years so noted.

Given served as Chief M&A and Strategic Funding Officer during fiscal 2020, and as Chief Strategy, M&A and Strategic Funding Officer during fiscal 2021 and the first quarter of fiscal 2022.

He was named Co-Interim Chief Executive Officer effective January 12, 2022 and appointed Chief Executive Officer on March 3 2022.

Jugmans served as Vice President, Treasury and M&A during fiscal 2020.

He was named Interim Chief Financial Officer in September 2020 and appointed Chief Financial Officer in May 2021.

Powell served as Chief Customer Service Officer during fiscal 2020, and as President, US Pawn during fiscal 2021.

He promoted to the position of President, Global Pawn in October 2021 and held that position until he was named Co-Interim Chief Executive Officer effective January 12, 2022.

He was appointed Chief Operating Officer on March 3, 2022.

Kulas served as President and Chief Financial Officer from February 2020 to July 2020, when he was appointed Chief Executive Officer.

He held that position until January 12, 2022, when he resigned from the Company to pursue another opportunity.

He served on the Board of Directors as an independent director from April 2019 to February 2020, and continues to served on the Board of Directors as a non-employee director since his resignation as Chief Executive Officer.(Delete this after reading comment)

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

2022 $ 728,654 — $ 1,045,197 $ 1,465,274 $ 84,452 $ 3,323,577

Chief Executive Officer 2021 $ 600,000 — $ 372,003 $ 770,000 $ 83,028 $ 1,825,031

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

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2020 $ 236,374 $ 73,923 — — $ 5,646 $ 315,943

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

Cohen 2022 $ 1,500,000 — — $ 1,913,468 $ 23,310 $ 3,436,778

Executive Chairman 2021 $ 1,500,000 — — $ 1,656,044 $ 23,532 $ 3,179,576

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

2019 — — — — — —

Chief Strategy, M&A and Funding Officer

John Blair Powell, Jr.

2022 $ 515,577 — $ 777,148 $ 744,576 $ 85,510 $ 2,122,811

Chief Operating Officer 2021 $ 375,000 — $ 180,267 $ 375,000 $ 66,316 $ 996,583

2020 $ 308,653 $ 102,500 — — $ 54,658 $ 465,811

2022 $ 410,000 — $ 523,648 $ 344,400 $ 71,070 $ 1,349,118

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

Chief Legal Officer and 2021 $ 410,000 — $ 227,287 $ 312,500 $ 70,648 $ 1,020,435

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

2022 $ 343,269 — $ 1,083,492 — $ 123,688 $ 1,550,449

(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).

Former Chief Executive 2021 $ 850,000 — $ 723,679 $ 1,593,750 $ 117,523 $ 3,284,952

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

(1) 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.

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.

Kulas, the fiscal 2022 amount includes $160,000 related to a restricted stock award that he received as a director after resigning from the Company as an executive (see “Director Compensation” below) and the fiscal 2020 amount includes $112,116 related to a restricted stock award that he received as a director before joining the Company as an executive.

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

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

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

Kuthy, amounts include statutory perquisites customary in Mexico.

Kulas, fiscal 2022 and fiscal 2020 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 and after resigning from the Company as an executive in January 2022, respectively.

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

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:

Kulas, approximately $128,000;

Giv en, approximately $71,000.

Given and Mr.

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

Jugmans serving as non-executive chairman.

Kulas also served on that board as non-executive chairman from August 2020 until April 2022, when he was replaced by Mr.

The director fees paid to each of them during fiscal 2022 by Cash Converters International Limited were as fo llows:

Given, AUD $95,000;

Jugmans, AUD $85,000;

Kulas, AUD $85,000.

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”).

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.

The following information sets forth our calculation of the ratio between the annual total compensation of Lachlan P.

Given, our Chief Executive Officer, and the annual total compensation of our median Team Member (“CEO Pay Ratio”).

Given’s total annual compensation for fiscal 2022 was $3,344,923.

That number is derived from the numbers set forth in the Summary Compensation Table above, except we annualized the base salary that Mr.

Given received in his position as CEO.

• Our median Team Member’s total annual compensation for fisca l 2022 was $15,964, consisting of gross annual wages, bonuses, overtime pay and other benefits.

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Non-Equity Incentive Plan Awards (1) Estimated Future Payouts Under

Equity Incentive Plan Awards (2) Grant Date Fair Value (3)

Name Grant Date Threshold Target Maximum Threshold Target Maximum

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

Equity Incentive Plan Awards (2)

Name Grant Date Threshold Target Maximum Threshold Target Maximum Grant Date

Given 10/5/2021 $ 488,425 $ 976,849 $1,465,274 — — — $ —

10/13/2021 39,630 79,260 118,890 $ 201,585 (3)

11/17/2021 19,881 $ 98,610 (4)

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

3/7/2022 42,670 85,340 128,010 $ 158,163 (3)

Prior Years $ 586,839 (5)

Jugmans 10/5/2021 $ 208,915 $ 417,830 $ 626,745 — — — —

10/13/2021 27,741 55,482 83,223 $ 141,109 (3)

11/17/2021 9,808 $ 48,648 (4)

3/7/2022 1,422 2,844 4,266 $ 5,271 (3)

Prior Years $ 217,211 (5)

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

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

John Blair Powell, Jr.

10/5/2021 $ 248,192 $ 496,384 $ 744,576 — — — —

10/13/2021 29,722 29,722 29,722 $ 226,779 (6)

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

10/13/20/21 29,723 59,445 89,168 $ 151,188 (3)

11/17/2021 9,941 $ 49,307 (4)

3/7/2022 17,779 35,558 53,337 $ 65,901 (3)

Prior Years $ 283,973 (5)

10/5/2021 $ 123,000 $ 246,000 $ 369,000 — — — —

10/13/20/21 21,664 43,328 64,992 $ 110,198 (3)

11/17/2021 10,868 $ 53,905 (4)

Prior Years $ 359,545 (5)

Kulas (7) 10/5/2021 $ 637,500 $ 1,275,000 $1,912,500 — — — —

10/13/2021 140,357 280,713 421,070 $ 713,947 (3)

11/17/2021 42,247 $ 209,545 (4)

Prior Years $ 794,121 (5)

(1) These amounts represent the potential payouts under the fiscal 2022 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 .

The “Target” amount is the amount that would 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, while the “Maximum” amount represents the maximum amount that would be paid if the maximum performance goals are achieved or exceeded.

See the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table above for the amount of the actual payout for each of the Named Executive Officers.

(2) 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.

(2) The amounts shown for October 13, 2021 and March 7, 2022 represent fiscal 2022 awards (stated in number of units) under the 2010 Long-Term Incentive Plan and the 2022 Long-Term Incentive Plan, respectively.

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

The amounts shown for November 17, 2021 represent “bonus” units awarded with respect to the first tranche of the fiscal 2021 LTI awards based on Adjusted Net Income Performance during fiscal 2021, as discussed in our 2021 Annual Report under “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2021 Executive Compensation Actions — Long-Term Incentives — Fiscal 2021 Actions — Fiscal 2021 LTI Awards.”

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

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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).

Because of the structure of the fiscal 2022 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 awards).

(4) Represents the grant date fair value of the “bonus” units awarded with respect to the first tranche of the fiscal 2021 LTI awards.

See the second paragraph under note (2) above.

(5) Represents the aggregate grant date fair value of second tranche of the fiscal 2020 LTI awards and the second tranche of the fiscal 2021 LTI awards, which, because of the structure of these awards, were treated as separate awards for accounting purposes granted at the beginning of fiscal 2022even though the full number of units associated with the awards was included in the “Grants of Plan-Based Awards” table in the 2021 Annual Report.

(6) Represents the aggregate grant date fair value of a special one-time LTI award granted to Mr.

Powell in October 2021.

See “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2022 Executive Compensation Actions — Long-Term Incentives — Fiscal 2022 Actions — Grant of Special Award for Mr.

Powell.” The award vests pro-rata over a three-year period and is not subject to any performance goals other than continued active employment.

Consequently, the amount shown includes the full Grant Date Fair Value of the total award.

(7) All of these awards were forfeited when Mr.

Kulas resigned as Chief Executive Officer in January 2022 to pursue another opportunity.

The following table sets forth certain information about outstanding stock awards held by the Named Executive Officers as of the end of fiscal 2022.

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Outstanding Equity Awards at Fiscal Year-End

Name Award Date Number of Shares or

Name Award Date

(2) Number of Shares or

Units of Stock

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That Have Not Vested (2)

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

Given 3/7/2022 85,340 $ 657,971

11/17/2021 19,881 $ 153,283

10/13/2021 79,260 $ 611,095

2/22/2021 119,284 $ 919,680

1/19/2021 74,303 (3) $ 572,876

Jugmans 3/7/2022 2,844 $ 21,927

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10/13/2021 55,482 $ 427,766

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

2/22/2021 58,846 $ 453,703

1/19/2021 17,706 (3) $ 136,513

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

John Blair Powell, Jr.

3/7/2022 35,558 $ 274,152

11/17/2021 9,941 $ 76,645

10/13/2021 19,815 $ 152,774

10/13/20/21 59,445 $ 458,321

2/22/2021 59,642 $ 459,840

1/19/2021 34,674 (3) $ 267,337

11/17/2021 10,868 $ 83,792

10/13/2021 43,328 $ 334,059

2/22/2021 65,208 $ 502,754

1/19/2021 50,773 (3) $ 391,460

(1) Stated at target levels.

(2) Market value is based on the closing price of our Class A Common Stock on September 30, 2022, the last market trading day of fiscal 2022 ($7.71).

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

(3) These veste d in November 2022 follow ing approval by the People and Compensation Committee.

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

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

The following table sets forth, with respect to each of the continuing Named Executive Officers, certain information about restricted stock that vested during fiscal 2022:

Named Executive Officer Number of Shares

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on Vesting (2)

Kulas 90,768 (2) $ 435,686

Jugmans 11,605 (3) $ 57,793

Given 70,093 $ 548,828

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

Jugmans 10,690 $ 83,703

John Blair Powell, Jr.

13,083 $ 102,440

31,931 $ 250,020

(1) Includes shares withheld to satisfy tax withholding obligations.

(2) 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.

Other Benefits and Perquisites

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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.

For fiscal 2022, our annual contributions to the SERP were calculated as 10% of base salary (prorated for pay adjustments during the year).

For fiscal 2023, the Company contributions to the SERP will continue at the same rates for continuing executive officers (other than Mr.

Under the terms of the SERP, participants are also allowed to voluntarily defer all or a portion of their salary and bonus payments into the SERP.

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Aggregate Balance at September 30, 2022 (3)

Kulas $ 85,000 $ 5,169 — — $ 90,169

Given $ 70,767 $ 131 $ — $ — $ 621,364

Jugmans $ 44,153 $ 82 $ — $ — $ 84,846

Cohen $ — $ — $ — $ — $ —

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

Kuthy Saenger — — — — —

John Blair Powell, Jr.

$ 53,973 $ 100 $ — $ — $ 120,493

$ 41,000 $ 79 $ — $ — $ 899,845

Kulas $ 85,000 $ 136 $ 27,442 $ 141,095 $ —

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

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$420,000 for Mr.

$37,000 for Mr.

$65,500 for Mr.

Powell, and $582,000 for Mr.

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

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

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

Given 2022 $ 12,873 $ 812 $ 70,767 — $ 84,452

2021 $ 21,636 $ 1,392 $ 60,000 — $ 83,028

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2020 $ 13,896 $ 1,392 $ 5,740 — $ 21,028

Given 2021 $ 21,636 $ 1,392 $ 60,000 — $ 83,028

John Blair Powell, Jr.

2022 $ 22,068 $ 1,392 $ 62,050 — $ 85,510

2021 $ 21,636 $ 1,392 $ 43,288 — $ 66,316

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

2020 $ 20,808 $ 1,392 $ 32,458 — $ 54,658

2022 $ 22,068 $ 1,392 $ 47,500 $ 110 $ 71,070

(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.

2021 $ 21,636 $ 1,392 $ 47,500 $ 120 $ 70,648

2020 $ 20,808 $ 1,392 $ 47,250 $ 120 $ 69,570

Kulas 2022 $ 9,195 $ 580 $ 86,471 $ 50,000 $ 146,246

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

2020 $ 12,138 $ 812 $ 3,505 $ 40,000 $ 56,455

(1) We provide a fully insured supplemental executive medical plan to certain executives, including all of the Named Executive Officers to cover most healthcare costs in excess of amounts covered by our health insurance plans.

The amounts shown represent the total premiums paid for the supplemental executive medical plan for each of the Named Executive Officers during each of the years presented.

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(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:

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.

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:

(4) The amounts shown as Other Benefits represent the following:

Welch, Company-paid subsidy for health club membership and for Mr.

Kulas, director fees paid to him in his capacity as a non-employee director prior to his joining the Company as an executive in February 2020 (the fiscal 2020 amount) and after his resignation as an executive in January 2020 (the fiscal 2022 amount).

Certain Termination and Change-in-Control Benefits — The following is a summary of various agreements that provide for benefits to the continuing 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.

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Resignation for Good Reason:

Kulas $ 850,000 — — —

Given $ — $ — $ — $ —

Jugmans $ — $ — $ — $ —

Cohen $ — $ — $ — $ —

Given — — — —

Kuthy Saenger — — — —

John Blair Powell, Jr.

$ — $ — $ — $ —

Termination Without Cause:

Kulas $ 850,000 — — —

Given $ 750,000 $ — $ — $ —

Jugmans $ 450,000 $ — $ — $ —

Cohen $ — $ — $ — $ —

Given $ 600,000 — — —

Kuthy Saenger (2) $ 904,467 — — —

John Blair Powell, Jr.

$ 550,000 $ — $ — $ —

$ 410,000 $ — $ — $ —

Death or Disability:

Kulas — — $ 2,899,280 $ 90,169

Given $ — $ — $ 2,914,905 $ 71,215

Jugmans $ — $ — $ 1,115,529 $ 71,509

Cohen $ — $ — $ — $ —

John Blair Powell, Jr.

(2) $ — $ — $ 1,689,069 $ —

(2) $ — $ — $ 1,312,065 $ —

(1) Represents the number of shares as awarded subject to accelerated vesting (as described above), multiplied by the closing sales price of the Class A Common Stock on September 30, 2022 ($7.71).

Powell and Mr.

Welch were fully vested in their SERP account at September 30, 2022.

In November 2022, the Board of Directors approved and adopted a Change in Control Severance Plan that provides the executive officers (other than Mr.

Cohen) with certain severance benefits in the form cash payments and continued healthcare benefits in the event that their employment is terminated in connection with or within two years following a change in control of the Company.

In addition, the Board of Directors approved amendments to the 2022 Long-Term Incentive Plan and all outstanding LTI awards to provide for the acceleration of vesting (at target levels, in the case of performance-based awards) upon the occurrence of a qualifying termination following a change in control.

This acceleration of vesting benefit applies to the executive officers, as well as all other holders of outstanding LTI awards.

See “Compensation Discussion and Analysis — Other Executive Compensation Matters — Change in Control Severance Plan.” The Change in Control Severance Plan was not adopted until after September 30, 2022, and therefore, amounts payable under that plan are not included in the above table.

Generally, had the plan been in effect at September 30.

2022, amounts payable by reason of a qualifying termination following a change in control would be same amounts set forth under “Death or Disability” in the table above plus the following cash payments:

Given, $3,750,000;

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.

Jugmans, $1,800,000;

Powell, $2,200,000).

Director Compensation

5 unchanged sentences

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

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

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

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

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

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

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

The annual award cycle is based on our Annual Meeting of Stockholders, which is generally held in February or March of each year, with the awards being granted on the date of the Annual Meeting of Stockholders and vesting on the day immediately preceding the date of the Annual Meeting of Stockholders held in the following year (but no later than March 31).

The following table sets forth the compensation paid to our non-employee directors for fiscal 2022.

Cohen and Mr.

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

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

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

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

1 unchanged sentence

Zena Srivatsa Arnold $ 80,000 $ 160,000 $ 240,000

Shelagmichael Brown $ 40,000 $ 76,026 (3) $ 116,026

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

Kulas $ 40,000 $ 160,000 $ 200,000

Pablo Lagos Espinosa $ 95,000 $ 160,000 $ 255,000

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

Tillett $ 107,500 $ 160,000 $ 267,500

(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.

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.

Each of the non-employee directors received a grant of 26,490 shares of restricted stock on March 7, 2022.

That amount was determined by dividing $160,000 (2X the annual director fee) by $6.04, 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).

These shares are scheduled to vest immediately before the 2023 Annual Meeting of Stockholders (but no later than March 31, 2023).

As of September 30, 2022, each of the continuing non-employee directors held 26,490 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.

The non-employee director compensation program for fiscal 2023 will generally be the same as the fiscal 2022 program described above.

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 have two equity compensation plans that have been approved by stockholders — the 2010 Long-Term Incentive Plan (applicable to outstanding long-term incentive awards issued on or before December 31, 2021) and the 2022 Long-Term Incentive Plan (applicable to all new issuance of since January 1.

New awards can be in the form of stock options, stock appreciation rights, stock bonuses, restricted stock, restricted stock units, performance units or performance shares although generally we issue only restricted stock and restricted stock unit awards.

We do not have any equity compensation plans that were not approved by stockholders.

15 unchanged sentences

Total — — 25,653 (1)

(1) Amount represents the number of shares available for issuance in the 2022 Long-Term Incentive Plan as of September 30, 2022.

An additional 1.5 million shares were added to the plan on October 5.

2022, of which approximately 1.3 million were used to cover the fiscal 2023 LTI awards issued on October 11, 2022, leaving 248,119 shares available for future issuances.

There are no shares available for future issuances in the 2010 Long-Term Incentive Plan, as that plan was replaced by the 2022 Long-Term Incentive Plan and remains effective only to cover currently outstanding awards issued on or prior to December 31, 2021.

Stock Ownership

21 unchanged sentences

4,049,141 (c) 7.19 % — — —

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.

4 unchanged sentences

Zena Srivatsa Arnold 81,193 * — — —

Pablo Lagos Espinosa 156,676 *

Given 510,725 (d) * — — —

Kulas 114,017 *

Pablo Lagos Espinosa 188,612 *

Tillett 81,193 *

Jugmans 28,064 (d) * — — —

Given 443,058 (e) * — — —

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 %

Jugmans 43,166 (e) * — — —

John Blair Powell, Jr.

210,682 (g) * — — —

Directors and executive officers as a group (15 persons) 4,660,765 (h) 8.28 % 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.

5 unchanged sentences

(f) Includes 34,674 unvested restricted stock units expected to vest within 60 days of November 1, 2022.

(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.

(g) Includes 433 shares held through the Company-sponsored 401(k) retirement savings plan and 50,773 unvested restricted stock units expected to vest within 60 days of November 1, 2022.

(h) Group includes those persons who were serving as directors and executive officers on November 1, 2022.

Number shown includes 433 shares held through the Company-sponsored 401(k) retirement savings plan and 283,139 unvested restricted stock units expected to vest within 60 days of November 1, 2022.

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

7 unchanged sentences

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.

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, currently serving in the position of Vice President, Operations Support.

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.

Accordingly, the Audit Committee reviews and approves all promotion opportunities and compensation changes for Nicholas Cohen.

Director Independence

5 unchanged sentences

Zena Srivatsa Arnold Independent

Shelaghmichael Brown (b) Independent

Cohen Not independent (c)

Dooner (b) Independent

Kulas Not independent (c)

Cohen Not independent (b)

Given Not independent (b)

Kulas Not independent (b)

Pablo Lagos Espinosa Independent

Stone (b) Independent

Tillett Independent

(Robb) Webb (b) Independent

Rosa Zeegers (b) Independent

(a) The Board’s determination that a director is independent was made on the basis of the standards for independence set forth in the Nasdaq Listing Rules.

1 unchanged sentence

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

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

Cohen and Mr.

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.

Given were executive officers of the Company during all of fiscal 2022, and Mr.

Kulas was an executive officer of the Company until January 12, 2022.

Therefore, they are not independent in accordance with the standards set forth in the Nasdaq Listing Rules.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

5 unchanged sentences

$ 1,604,000 $ 1,556,000

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.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

42 unchanged sentences

10-K 0-19424 10.17 November 24, 2010

10.5* Amended and Restated EZCORP, Inc.

2022 Long-term Incentive Plan, Effective November 15, 2022

10.6* EZCORP, Inc.

Change in Control Severance Plan, Effective November 15, 2022

10.7* Amendment to Amended and Restated EZCORP, Inc.

2010 Long-Term Incentive Plan, Effective November 15, 2022

10.8* Retirement Agreement, dated September 30, 2022, between the Company and Thomas H.

(Chief Legal Officer and Secretary)

10.9* Advisory Agreement, dated September 30, 2022, between the Company and Thomas H.

(Chief Legal Officer and Secretary)

21.1 List of Subsidiaries of EZCORP, Inc.

15 unchanged sentences

November 16, 2022

/s/ Lachlan P.

Chief Executive Officer

1 unchanged sentence

Signature Title Date

Kulas Chief Executive Officer and Director

/s/ Lachlan P.

Given Chief Executive Officer and Director

(principal executive officer) November 16, 2022

7 unchanged sentences

Zena Srivatsa Arnold

Kulas Director November 16, 2022

/s/ Pablo Lagos Espinosa Director November 16, 2022

1 unchanged sentence

Tillett Director November 16, 2022

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

/s/ Robbie Hicks Chief Accounting Officer (principal accounting officer) November 16, 2022

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

What changed 10-K

Item 9A. Controls and Procedures