13 unchanged sentences
Our internal control over financial reporting as of September 30, 2023 has been audited by our independent registered public accounting firm, as stated in their report appearing below.
+Added: Changes in Internal Control Over Financial Reporting
+Added: During the fourth quarter of fiscal 2023, 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.
+Added: Inherent Limitations on Internal Controls
+Added: Notwithstanding the foregoing, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud.
+Added: A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met.
+Added: Limitations inherent in any control system include the following:
+Added: • Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes.
+Added: • Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override.
+Added: • The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
+Added: • Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures.
+Added: • The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs.
+Added: Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Report of Independent Registered Public Accounting Firm
4 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023, based on the COSO criteria .
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of September 30, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended September 30, 2022, and the related notes, and our report dated November 16, 2022 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of September 30, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended September 30, 2023, and the related notes and our report dated November 15, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
15 unchanged sentences
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: /s/ BDO USA, LLP
+Added: /s/ BDO USA, P.C.
Dallas, Texas
November 15, 2023
−Removed: Changes in Internal Control Over Financial Reporting
−Removed: 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.
−Removed: Inherent Limitations on Internal Controls
−Removed: Notwithstanding the foregoing, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud.
−Removed: A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met.
−Removed: Limitations inherent in any control system include the following:
−Removed: • Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes.
−Removed: • Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override.
−Removed: • The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
−Removed: • Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures.
−Removed: • The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs.
−Removed: Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
OTHER INFORMATION
+Added: Insider Trading Arrangements
+Added: No director or executive officer adopted , modified or terminated any contract, instruction, written plan or other trading arrangement relating to the purchase or sale of Company securities during the fourth quarter of fiscal 2023.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
52 unchanged sentences
She is a member of the Audit Committee, the People and Compensation Committee and the Nominating Committee.
−Removed: Arnold has 20 years of experience in marketing, brand management, strategy development and business operations.
−Removed: 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.
+Added: Arnold has over 20 years of experience in marketing, brand management, strategy development and business operations.
+Added: She serves as Chief Marketing Officer at Sephora, one of the world’s largest luxury cosmetic brands that is part of the Moet Hennessy Louis Vuitton conglomerate.
+Added: Prior to joining Sephora in May 2023, she was Senior Vice President, Carbonated Soft Drinks, at PepsiCo., Inc., where she oversaw 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);
8 unchanged sentences
She was recognized in 2014 as one of Brand Innovators “40 Under 40,” and has received numerous other professional awards and recognitions.
+Added: Arnold also serves on the board of directors of Lancaster Colony Corporation (NASDAQ:
Director qualifications:
5 unchanged sentences
He acquired the Company in 1989 and took it public in 1991 with an initial public offering of Class A Non-Voting Common Stock.
−Removed: Cohen has over 40 years of investment banking and financial advisory experience with a variety of firms, including Kuhn Loeb & Co.
+Added: Cohen has 50 years of investment banking and financial advisory experience with a variety of firms, including Kuhn Loeb & Co.
Incorporated (1973-1977), Lehman Brothers Kuhn Loeb Incorporated (1977-1979), The First Boston Corporation (1980), Oppenheimer & Co, Inc.
21 unchanged sentences
Cohen, who is the beneficial owner of all of our Class B Voting Common Stock.
−Removed: Given is also a director of The Farm Journal Corporation, a 135-year old pre-
+Added: Given is also a director of The Farm Journal Corporation, a 135-year old pre-eminent U.S.
agricultural media company;
59 unchanged sentences
Tillett retired from his position in February 2018 after assisting with the development and execution of the financial restructuring plan.
−Removed: From January 2020 through June 2022,
+Added: From January 2020 through June 2022, Mr.
Tillett assisted a private mortgage servicing company in a financial consulting role.
11 unchanged sentences
Given 46 Chief Executive Officer
+Added: 51 Chief Legal Officer and Secretary
Jugmans 47 Chief Financial Officer
5 unchanged sentences
Lisa VanRoekel 54 Chief Human Resources Officer
−Removed: (1) 67 Chief Legal Officer and Secretary
−Removed: Ellen Bryant (1) 50 Vice President, Deputy General Counsel
−Removed: Welch has announced that he is retiring from the Company effective December 31, 2022.
−Removed: 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.
1 unchanged sentence
Given, whose biographical information is included under “Board of Directors” above.
+Added: Ellen Bryant — Ms.
+Added: Bryant serves as Chief Legal Officer and Secretary, having been promoted to that position in January 2023 after having served as Vice President and Deputy General Counsel.
+Added: 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 Deputy General Counsel.
+Added: During her tenure with the Company, Ms.
+Added: Bryant has been primarily responsible for legal support of the Company’s pawn segments, with experience in the U.S.
+Added: and Mexico, mergers and acquisitions, financial services, compliance, and general corporate matters.
+Added: Prior to joining the Company, Ms.
+Added: Bryant was a Staff Attorney with the Texas Automobile Dealers Association.
+Added: She received a Bachelor of Arts degree from the University of Texas at Austin and a J.D.
+Added: degree from the University of Houston Law Center and has been a member of the Texas State Bar since November 1998.
Jugmans — Mr.
18 unchanged sentences
He served as Co-Interim Chief Executive Officer from January 2022 to March 2022, when he was appointed Chief Operating Officer.
−Removed: Powell attended Sam Houston State University.
Keith Robertson — Mr.
26 unchanged sentences
As an expert leading cultural change and innovative large-scale organizational transformation, Ms.
−Removed: VanRoekel led the Human Resources functions at Santander Digital (USA, Spain and UK), Santander Consumer USA and Santander Bank, N.A.
+Added: VanRoekel led the Human Resources functions at Santander Digital (USA, Spain and UK), Santander Consumer USA and Santander Bank,
Her most recent role with Grupo Santander was Group Vice President:
3 unchanged sentences
degrees in Journalism from Texas A & M Commerce (formerly East Texas State University).
−Removed: Welch joined EZCORP in April 2009 as Senior Vice President, General Counsel and Secretary, with his title changing to Chief Legal Officer and Secretary in May 2017.
−Removed: He joined Dell Inc.’s legal department in 1995, and served as Vice President, Legal and General Corporate Counsel from April 1999 to April 2008.
−Removed: Welch was principally responsible for legal support of Dell’s corporate securities, corporate finance, mergers and acquisitions, financial services, executive compensation and benefits, facilities, corporate governance and general corporate matters.
−Removed: From 1992 to 1995, Mr.
−Removed: Welch was Vice President – Corporate Development of Parker & Parsley Petroleum Company (predecessor to Pioneer Natural Resources Company), and previously was a shareholder with the law firm of Johnson & Gibbs, P.C., Dallas, Texas.
−Removed: Welch received a Bachelor of Science degree in Management from Purdue University and a J.D.
−Removed: degree from the University of Texas at Austin.
−Removed: Welch has announced that he is retiring from the Company effective December 31, 2022.
−Removed: The Company will engage him in a limited advisory capacity for a period of one year following his retirement.
−Removed: Ellen Bryant — Ms.
−Removed: 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.
−Removed: 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.
−Removed: During her tenure with the Company, Ms.
−Removed: Bryant has been primarily responsible for legal support of the Company’s pawn segments, with experience in the U.S.
−Removed: and Mexico, mergers and acquisitions, financial services, compliance, and general corporate matters.
−Removed: Prior to joining the Company, Ms.
−Removed: Bryant was a Staff Attorney with the Texas Automobile Dealers Association.
−Removed: She received a Bachelor of Arts degree from the University of Texas at Austin and a J.D.
−Removed: degree from the University of Houston Law Center.
−Removed: Bryant has been appointed Chief Legal Officer and Secretary effective January 1, 2023.
Section 16(a) Beneficial Ownership Reporting Compliance
−Removed: 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:
−Removed: 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.
−Removed: 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.
−Removed: The award of those bonus units was subsequently reported on Form 4s filed in October 2022 as follows:
−Removed: Given, 19,881 units;
−Removed: Jugmans, 9,808 units;
−Removed: Robertson, 8,880 units;
−Removed: Sajnani, 9,278 units;
−Removed: Swies, 9,808 units;
−Removed: VanRoekel, 9,278 units;
−Removed: Welch, 10,868 units.
+Added: Based on written representations and a review of the relevant Forms 3, 4 and 5, during fiscal 2023 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 Form 4 reporting the August 22, 2023 sale of 2,250 shares of Class A Common Stock by Nicole Swies (an executive officer), which was filed on October 18, 2023.
+Added: The delinquent filing was inadvertent and resulted from a delay in the receipt of information regarding the transaction.
Code of Conduct
12 unchanged sentences
• A majority of the directors must be independent (Rule 5605(b)(1));
−Removed: • The audit committee must have a least three members, each of whom must be independent (Rule 5605(c)(2));
+Added: • The audit committee must have at least three members, each of whom must be independent (Rule 5605(c)(2));
• Executive officer compensation must be determined, or recommended to the board of directors for determination, by either (1) a majority of the independent directors or (2) a compensation committee comprised solely of independent directors (Rule 5605(d));
11 unchanged sentences
reviewing the objectivity, effectiveness and resources of the internal audit function;
−Removed: and appraising our financial reporting activities and the accounting standards and principles followed.
+Added: and appraising our financial reporting activities and the accounting
+Added: standards and principles followed.
The Audit Committee also selects, engages, compensates and oversees our independent auditor and pre-approves all services to be performed by the independent auditing firm.
23 unchanged sentences
Our bylaws currently require the unanimous attendance of all directors in order for a quorum to be present at a meeting of the Board of Directors.
−Removed: In addition to the number of official Board meetings noted below, the independent directors held two other meetings that were not considered official meetings of the Board due to the absence of a quorum.
−Removed: All directors attended at l east 75% o f the meetings of the Board and of the committees on which they served.
+Added: In addition to the number of official Board meetings noted below, the Board of Directors also held five other meetings that were not considered official meetings of the Board due to the absence of a quorum.
+Added: All directors attended at least 75% of the meetings of the Board and of the committees on which they served.
Meetings Held Action by Unanimous Written Consent
3 unchanged sentences
Nominating Committee 1 2
+Added: In addition, during fiscal 2022, the Board of Directors formed and commissioned a “Share Buyback Committee,” consisting of Mr.
+Added: Kulas, and Mr.
+Added: Tillett, for the purpose of reviewing and approving the Company’s share repurchase plans.
+Added: That committee met a total of four times, and took action once by unanimous written consent, during fiscal 2023.
+Added: In connection with the offering and issuance of convertible notes in December 2022, the Board of Directors formed a “Pricing Committee,” consisting of Mr.
+Added: Kulas, and Mr.
+Added: Tillett, to review and approve on behalf of the Board of Directors the specific terms of the offering.
+Added: That committee met two times, and took action twice by unanimous written consent, during fiscal 2023.
EXECUTIVE COMPENSATION
8 unchanged sentences
Chief Operating Officer
−Removed: Chief Legal Officer and Secretary
−Removed: Kulas (2) Former Chief Executive Officer
−Removed: Given and Mr.
−Removed: Powell served as Co-Interim Chief Executive Officers from January 12, 2022 to March 3, 2022, when Mr.
−Removed: Given was appointed Chief Executive Officer and Mr.
−Removed: Powell was appointed Chief Operating Officer.
−Removed: (2) During fiscal 2022, Mr.
−Removed: Kulas served as Chief Executive Officer until January 12, 2022, when he resigned from the Company to pursue another opportunity.
−Removed: He continues to serve on our Board of Directors.
−Removed: See “Part III, Item 10 — Directors, Executive Officers and Corporate Governance — Board of Directors.”
+Added: Lisa VanRoekel
+Added: Chief Human Resources Officer
Executive Compensation Philosophy and Program Design
40 unchanged sentences
(“Mercer”), the Committee’s independent compensation consultant, delivered its Fiscal 2023 Executive Compensation Competitive Market Assessment (the “FY23 Mercer Executive Compensation Report”) to the Committee in August 2022 in connection with the Committee’s review and evaluation of the executive compensation program and pay levels for fiscal 2023.
−Removed: 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.
+Added: For that report, Mercer collected competitive pay data for a peer group of 13 publicly traded companies that were reviewed and approved by the Committee in May 2022.
There is only one publicly traded company in the marketplace with which we directly compete, FirstCash Holdings, Inc.
3 unchanged sentences
Peer Company Stock Symbol Primary Business
−Removed: Cardtronics Inc.
−Removed: CATM Data Processing and Outsourced Services — Fintech
+Added: The Aaron’s Company, Inc.
+Added: Home Furnishing Retail
+Added: Atlanticus Holdings Corporation
+Added: Consumer Finance
+Added: The Cato Corporation
+Added: Apparel Retail
CONN Computer and Electronics Retail
1 unchanged sentence
CURO Consumer Finance
+Added: Elevate Credit, Inc.
+Added: Consumer Finance
Enova International, Inc.
2 unchanged sentences
FCFS Consumer Finance — Pawn Operator
−Removed: GreenSky, Inc.
−Removed: GSKY Data Processing and Outsourced Services
LendingClub Corporation LC Consumer Finance
4 unchanged sentences
RM Consumer Finance
−Removed: Rent-A-Center, Inc.
−Removed: RCII Computer and Electronics Retail
World Acceptance Corporation WRLD Consumer Finance
−Removed: This group was the same as the peer group used in fiscal 2021.
−Removed: 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.
−Removed: 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.
−Removed: 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).
+Added: This group was the same as the peer group used in fiscal 2022, except that three companies were dropped (Cardtronics Inc.
+Added: and GreenSky, Inc.
+Added: due to their having been acquired, and Rent-A-Center, Inc.
+Added: due to its revenue size being outside the range of reasonable comparability) and four companies were added (Atlanticus Holdings Corporation and Elevate Credit, Inc.
+Added: to maintain focus on the Consumer Finance industry, and The Aaron’s Company, Inc.
+Added: and The Cato Corporation to expand exposure to retail companies with comparable business models).
+Added: When the peer group was approved by the Committee, Mercer noted that the Company was at the 43rd percentile of the peer group in terms of revenue size and at the 19th percentile in terms of market capitalization.
+Added: To benchmark our 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.
3 unchanged sentences
The FY23 Mercer Executive Compensation Report contained the following general observations, which the Committee took into consideration in evaluating and approving executive compensation for fiscal 2023:
−Removed: • Cash compensation for most of the Company’s executive officers is between the 50th and 75th percentiles.
−Removed: • Long-term incentive compensation (at target levels) is mixed vs.
−Removed: the market, with seven of the Company’s executive officers at or below the 50th percentile and three at or above.
−Removed: • 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.
+Added: • Total cash compensation (at target levels) for our executive officers as a group approximates the 62nd percentile, with individual executive officers each approximating or exceeding the 50th percentile.
+Added: • Long-term incentive compensation (at target levels) is less competitive at the 30th percentile, with half of our executive officers below the 50th percentile.
+Added: • As a whole, total direct compensation (cash compensation plus long-term incentive) for our executive officers is at the 45th percentile, with all but two of the executive officers approximating or exceeding the 50th percentile.
+Added: • Relative to the prior year, both long-term incentive compensation and total direct compensation compared to the market have improved slightly, reflecting the Committee’s emphasis on long-term compensation.
Components of Compensation and Fiscal 2023 Executive Compensation Actions
7 unchanged sentences
Fiscal 2022 Base Salary
−Removed: Given (1) $ 750,000 $ 600,000 25%
−Removed: Jugmans (2) $ 450,000 $ 370,000 22%
+Added: $ 750,000 $ 750,000 0%
+Added: $ 450,000 $ 450,000 0%
Cohen $ 1,500,000 $ 1,500,000 0%
1 unchanged sentence
$ 550,000 $ 550,000 0%
+Added: Lisa VanRoekel (4)
$ 410,000 $ 410,000 0%
−Removed: 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.
−Removed: During fiscal 2021 and until January 12, 2022, Mr.
−Removed: 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.
−Removed: The percentage increase reflects Mr.
−Removed: 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.
−Removed: Jugmans was promoted from Interim Chief Financial Officer to Chief Financial Officer in May 2021.
−Removed: but received no base salary increase at that time.
−Removed: 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.
+Added: (2) In September 2021, the Committee approved a base salary for Mr.
+Added: Jugmans of $420,000 for fiscal 2022 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.
1 unchanged sentence
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.
−Removed: The percentage increase shown represents the aggregate increase vs.
−Removed: the base salary for fiscal 2021.
(3) In October 2021, the Committee approved a fiscal 2022 base salary for Mr.
−Removed: 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.
−Removed: Powell received in his previous role as President, US Pawn).
+Added: Powell, who was serving as President, Global Pawn at that time, of $450,000.
In January 2022, Mr.
2 unchanged sentences
The amount shown for fiscal 2022 represents the annualized base salary for the COO position, which was made effective January 12, 2022.
−Removed: 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.
−Removed: (4) During fiscal 2022, Mr.
−Removed: Kulas served as Chief Executive Officer until January 12, 2022, when he resigned from the Company to pursue another opportunity.
−Removed: The amount shown for fiscal 2022 represents the annualized salary being paid to Mr.
−Removed: Kulas at that time.
−Removed: In September 2022, the Committee determined that the base salaries for the Named Executive Officers would be held flat for fiscal 2023.
+Added: (4) In September 2021, the Committee approved a base salary for Ms.
+Added: VanRoekel of $350,000 for fiscal 2022.
+Added: In February 2022, in recognition of Ms.
+Added: VanRoekel’s increased responsibilities, the Committee approved a base salary increase to $410,000 (with retroactive effect from January 12, 2022).
+Added: In October 2023, the Committee determined that the fiscal 2024 base salaries for the Named Executive Officers would be as follows:
+Added: Given, $750,000 (no increase);
+Added: Jugmans, $475,000 (5.6% increase);
+Added: Powell, $600,000 (9.1% increase);
+Added: Cohen, $1,500,000 (no increase);
+Added: VanRoekel, $410,000 (no increase).
Annual Short-Term Incentive
1 unchanged sentence
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.
−Removed: 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:
+Added: The following is a summary of the terms of the fiscal 2023 STI plan, which the Committee approved in September 2022 after deliberations regarding the appropriate performance measures:
• The fiscal 2023 STI plan provides cash bonus opportunities based on achievement of specified performance goals.
−Removed: 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.
−Removed: • 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.
+Added: The bonus opportunity for each participant was determined based on 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.
+Added: • Participants were assigned to one of two “STI Incentive Pools” — Consolidated Executive Officer and Consolidated — and the total target amount for each pool equaled the aggregate designated target amount for the participants in that pool.
+Added: The Consolidated Pool also includes three sub-pools based on individual business unit performance.
• 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.
−Removed: • 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:
−Removed: Consolidated, $83.8 million;
−Removed: US Pawn, $113.4 million;
−Removed: and Latin America Pawn, $37.7 million.
+Added: • The performance goal for both the Consolidated Executive Officer pool and the Consolidated pool was based on the consolidated Adjusted EBITDA shown in the Board-approved budget for fiscal 2023 (excluding any impact of our investment in Cash Converters) .
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 115% of the designated performance goal.
12 unchanged sentences
$ 550,000 100%
+Added: Lisa VanRoekel
$ 246,000 60%
−Removed: 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.
1 unchanged sentence
See “Executive Chairman Incentive Award” below.
−Removed: 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.
−Removed: The target amount was increased to that shown (effective January 12, 2022) in connection with Mr.
−Removed: Given’s promotion to Chief Executive Officer.
−Removed: 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.
−Removed: Jugmans’ performance , particularly in the context of the CEO change that occurred in January 2022,
−Removed: Powell’s fiscal 2022 STI target amount was originally st at $360,000 (80% of base salary) in his role as President, Global Pawn.
−Removed: The target amount was increased to that shown (effective January 12, 2022) in connection with Mr.
−Removed: Powell’s promotion to Chief Operating Officer.
−Removed: 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.
−Removed: 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);
−Removed: US Pawn achieved Adjusted EBITDA of $139.6 million (123% of the specified US Pawn performance goal);
−Removed: and Latin America Pawn achieved Adjusted EBITDA of $31.4 million (83% of the specified Latin America Pawn performance goal).
−Removed: 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.
−Removed: For Latin America Pawn, Adjusted EBITDA included adjustments only for constant currency for Latin America Pawn and certain one-time severance costs.
+Added: All of the Named Executive Officers were assigned to the Consolidated Executive Officer pool.
+Added: During fiscal 2023, the Company achieved 111% of the specified consolidated performance goal.
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 2023, which included:
4 unchanged sentences
• Modernizing our IT and data management systems;
−Removed: • Enhancing and maintaining our culture of risk management and compliance.
+Added: • Enhancing and maintaining our culture of risk management and compliance, and
+Added: • Developing the foundations of a comprehensive and integrated sustainability program.
These strategic focus areas provided the foundation for delivering strong financial performance through increased earnings and efficient balance sheet management.
−Removed: Following a consideration of all of these factors, the Committee approved the following funding levels for the fiscal 2022 STI Incentive Pools:
−Removed: Consolidated Executive Officers, 150%;
−Removed: Consolidated, 150%;
−Removed: US Pawn, 150%;
−Removed: and Latin America Pawn, 0%.
−Removed: The specific bonus amount for each individual participant was based on the funding level for the applicable pool and the participant’s individual performance.
−Removed: The Committee
−Removed: approved the payouts for the Named Executive Officers as indicated in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table below.
+Added: Following a consideration of all of these factors, the Committee approved a funding level of 123% for the Consolidated Executive Officer pool, which included all of the Named Executive Officers.
+Added: The specific bonus amount approved for each Named Executive Officers is indicated in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table below.
Those amounts were calculated as follows:
4 unchanged sentences
$ 550,000 $ 676,500 123%
+Added: Lisa VanRoekel
$ 246,000 $ 302,580 123%
−Removed: Kulas $ 1,275,000 $ — —
Cohen’s bonus payout was calculated as described below under “Executive Chairman Incentive Award.”
−Removed: (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.
−Removed: 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.
−Removed: No executive officer received any such discretionary or retention bonus.
−Removed: In September 2022, the Committee approved the STI plan for fiscal 2023.
−Removed: 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.
−Removed: For fiscal 2023, the Target Amounts for each of the continuing Named Executive Officers will be as follows:
+Added: In October 2023, the Committee approved the STI plan for fiscal 2024.
+Added: The fiscal 2024 STI plan contains the same basic design elements as the fiscal 2023 plan.
+Added: For fiscal 2024, the Target Amounts for each of the Named Executive Officers will be as follows:
Given, $1,125,000;
1 unchanged sentence
Powell, $600,000;
+Added: VanRoekel, $246,000.
Long-Term Incentives
3 unchanged sentences
We structure our LTI compensation program to place greater emphasis on long-term performance that enhances stockholder value.
−Removed: Many of our peers have a significant time-based vesting component to their long-term awards;
−Removed: however, 100% of our LTI awards (reduced to 80% for fiscal 2023, as discussed below) are subject to performance-based vesting.
+Added: Many of our peers have a significant time-based vesting component to their long-term awards, while 80% of our LTI awards are subject to performance-based vesting.
To further emphasize the long-term nature of these awards, 100% of the LTI awards vest at the end of a three-year performance period, rather than a prorated vesting each year during the performance period.
The Committee believes this structure incentivizes and rewards longer-term vision and strategies, and provides a balance to our short-term programs, which are focused on annual performance.
−Removed: Since 2010, we have been issuing LTI awards under the 2010 Long-Term Incentive Plan (the “2010 LTI Plan”).
−Removed: 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.
−Removed: The 2010 LTI Plan remains effective, but only with respect to LTI awards issued and outstanding as of December 31.
+Added: We are currently issuing LTI awards under the 2022 Long-Term Incentive Plan (the “2022 LTI Plan”).
Under the terms of the 2022 LTI Plan, all awards must be approved by the full Board of Directors, following recommendation by the Committee.
2 unchanged sentences
In the Committee’s view, this methodology, consistently applied, neutralizes the stock price as a factor impacting the timing of awards.
−Removed: Fiscal 2022 Actions — During and after fiscal 2022, the Committee took the following actions regarding LTI awards:
−Removed: • 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.
−Removed: The awards took the form of restricted stock units with the following terms:
−Removed: • 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.
−Removed: The following table sets forth, for each Named Executive Officer, the LTI target amount and the number of units awarded:
−Removed: Named Executive Officer (1) Fiscal 2022 LTI Target Amount Number of Units
+Added: Fiscal 2023 Actions — For fiscal 2023, the Committee took the following actions regarding LTI awards:
+Added: • Grant of fiscal 2023 LTI awards — In September 2022, the Committee approved the design and structure of the fiscal 2023 LTI awards and authorized the issuance of awards to the executive officers and other key employees.
+Added: Those awards were granted in October 2022 following approval by the Board.
+Added: 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.
+Added: The following table shows the fiscal 2023 LTI awards for the Named Executive Officers (other than Mr.
+Added: Cohen, who is subject to a separate incentive program and is not eligible for LTI awards):
+Added: Named Executive Officer
+Added: Fiscal 2023 LTI Target Amount Number of Units
Given $ 2,000,000 259,403
2 unchanged sentences
$ 825,000 107,003
+Added: Lisa VanRoekel
$ 328,000 42,542
−Removed: Kulas (5) $ 2,125,000 280,713
−Removed: Cohen is subject to a separate incentive program and is not eligible for LTI awards.
−Removed: See “Executive Chairman Incentive Award” below.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: (5) The Number of Units shown for Mr.
−Removed: Kulas were awarded in October 2021, but forfeited in January 2022 when Mr.
−Removed: Kulas resigned from the Company to pursue another opportunity.
−Removed: • Vesting is subject to performance measured against specified net income targets.
+Added: The awards took the form of restricted stock units with the following terms:
+Added: • Performance will be measured over a three-year performance period (fiscal 2023, fiscal 2024 and fiscal 2025).
+Added: • Vesting for 80% of the units awarded is subject to performance measured against specified net income targets — 20% of the units are allocated to each of the three years in the performance period (with each year measured separately based on an annual Adjusted Net Income performance goal), and 20% of the units are subject to a cumulative performance goal based on Adjusted Net Income growth over the three-year performance period.
The Committee continues to consider net income to be the long-term shareholder value metric against which management should be measured, as it reflects the scaling of profitability in a fiscally robust way.
Net income takes into account the full bottom-line performance and growth of the Company, including a prudent capital structure;
−Removed: it is the metric that primarily drives out stock price, closely aligning management’s interests with those of our shareholders;
+Added: it is the metric that primarily drives our stock price, closely aligning management’s interests with those of our shareholders;
it is one of the three primary financial goals in the Company’s “Strategic Goals and Measures” framework;
and it is less susceptible to manipulation, as EPS often is with debt-financed share buybacks that potentially put financial position at risk.
−Removed: • Performance will be measured over a three-year performance period (fiscal 2022, fiscal 2023 and fiscal 2024).
−Removed: • The number of units awarded are allocated equally among the three years, with each year measured separately.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: • At the end of the performance period (i.e., the end of fiscal 2024), the aggregate number of units that are available to vest from each of the three years will vest for those participants who remain in continuous, active employment with the Company through the performance period.
−Removed: The Committee believes that this structure — combining the single-year focus of the performance targets with the deferral of vesting until the end of the three-year performance period — strikes the proper balance between ensuring that management is incentivized to maximize performance each year and rewarding consistent long-term performance.
−Removed: • 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”).
−Removed: • 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.
−Removed: The threshold level was set at 85% of the target level, and the maximum level was set at 115% of the target level.
−Removed: • Grant of special award for Mr.
−Removed: Powell — In October 2021, the Committee approved a special, one-time LTI award to Mr.
−Removed: 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.
−Removed: The award was intended to acknowledge Mr.
−Removed: 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.
−Removed: 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,
−Removed: 2021) vesting pro-rata over a three-year period consisting of fiscal 2022, fiscal 2023 and fiscal 2024.
−Removed: Any vested stock is subject to a claw-back if Mr.
−Removed: Powell voluntarily terminates his employment with the Company prior to the end of such three-year period.
−Removed: • 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The resulting vesting for the continuing Named Executive Officers was as follows:
+Added: • The remaining 20% of the units are subject to time-based vesting, contingent only on continuous active employment through the end of the performance period.
+Added: • 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.
+Added: 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;
+Added: otherwise, they will be forfeited.
+Added: The Committee believes that this LTI award structure (which was new for fiscal 2023) introduces two important features into the Company’s LTI awards.
+Added: Since fiscal 2020, 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.
+Added: The Committee considered this structure to be appropriate during the height of the COVID pandemic when long-term forecasting was difficult if not impossible.
+Added: With the post-COVID recovery now largely complete going into fiscal 2023, the Committee considered it appropriate to add in a multi-year performance measure, while at the same time retaining some portion of the separate annual performance feature.
+Added: 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.
+Added: 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.
+Added: • Vesting of fiscal 2021 awards — As described in our Annual Report on Form 10-K for the year ended September 30, 2021 (the “2021 Annual Report”), the fiscal 2021 LTI awards were approved in February 2021.
+Added: The basic design of the fiscal 2021 awards is similar to the fiscal 2023 awards discussed above, except that 100% of the units awarded are subject to performance-based vesting (divided equally among the three years in the performance period, fiscal 2021, fiscal 2022 and fiscal 2023).
+Added: As reported in our Annual Report on Form 10-K for the year ended September 30, 2022 (the “2022 Annual Report”), the Committee previously determined that 150% of the units allocated to each of fiscal 2021 and fiscal 2022 were available for vesting for those participants whose employment continued through fiscal 2023.
+Added: During fiscal 2023, the Company’s Adjusted Net Income performance ($69.8 million) exceeded the specified performance goal at the target level, and in November 2023, the Committee determined that 135% of the units allocated to fiscal 2023 (along with the units allocated to fiscal 2021 and fiscal 2022 as described above) were vested for those participants whose employment continued through the end of fiscal 2023.
+Added: The resulting vesting for the Named Executive Officers was as follows:
Given, 172,962 units;
1 unchanged sentence
Powell, 86,482 units;
−Removed: Welch, 50,773 units.
−Removed: • Second-year performance of fiscal 2021 awards — As described in our 2021 Annual Report, the fiscal 2021 LTI awards were approved in February 2021.
+Added: VanRoekel, 80,716 units.
+Added: • Second-year performance of fiscal 2022 awards — As described in our 2022 Annual Report, the fiscal 2022 LTI awards were approved in October 2021.
The basic design of the fiscal 2022 awards is substantially similar to the fiscal 2021 awards discussed above, except that the three-year performance period consists of fiscal 2022, fiscal 2023 and fiscal 2024.
As reported in the 2022 Annual Report, the Committee determined in November 2022 that 150% of the units allocated to fiscal 2022 were available for vesting for those participants whose employment continues through fiscal 2024.
−Removed: 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.
−Removed: For the continuing Named Executive Officers, this includes 59,642 units for Mr.
+Added: During fiscal 2023, the Company’s Adjusted Net Income performance ($69.8 million) exceeded the specified performance goal at the target level, and in November 2023, the Committee determined that 147% of the units allocated to fiscal 2023 were now available for vesting for those participants whose employment continued through the end of fiscal 2024.
+Added: For the Named Executive Officers, this includes 80,654 units for Mr.
Given (including 25,787 “bonus” units);
3 unchanged sentences
Powell (including 14,884 “bonus” units);
−Removed: and 32,604 units for Mr.
−Removed: Welch (including 10,868 “bonus” units).
−Removed: • 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.
−Removed: For the continuing Named Executive Officers, this includes 82,301 units for Mr.
+Added: and 20,354 units for Ms.
+Added: VanRoekel (including 6,508 “bonus” units).
+Added: • First-year performance of fiscal 2023 awards — During fiscal 2023, the Company’s Adjusted Net Income performance ($69.8 million) exceeded the specified performance goal at the target level, and in November 2023, the Committee determined that 147% of the units allocated to fiscal 2023 are now available for vesting for those participants whose employment continued through the end of fiscal 2025.
+Added: For the Named Executive Officers, this includes 76,265 units for Mr.
Given (including 24,384 “bonus” units);
3 unchanged sentences
Powell (including 10,058 “bonus” units);
−Removed: and 21,664 units for Mr.
−Removed: Welch (including 7,221 “bonus” units).
−Removed: • Grant of Fiscal 2023 Awards — In September 2022, the Committee approved the plan design for the fiscal 2023 LTI awards.
−Removed: The approved design retains the basic characteristics of the fiscal 2022 awards, with the following significant modifications:
−Removed: • 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.
−Removed: • 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.
−Removed: • The remaining 20% will be subject to time-based vesting, contingent only on continuous active employment through the end of the performance period.
−Removed: • 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.
−Removed: 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;
−Removed: otherwise, they will be forfeited.
−Removed: The Committee believes that these modifications introduce two important features into the Company’s LTI awards.
−Removed: 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.
−Removed: The Committee considered this structure to be appropriate during the height of the COVID pandemic when long-term forecasting was difficult if not impossible.
−Removed: 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.
−Removed: 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.
−Removed: Additionally, the Committee determined,
−Removed: 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.
−Removed: The fiscal 2023 LTI awards were granted in October 2022 following approval by the Board.
+Added: and 12,508 units for Ms.
+Added: VanRoekel (including 3,999 “bonus” units).
+Added: • Grant of fiscal 2024 Awards — In October 2023, the Committee approved the plan design for the fiscal 2024 LTI awards.
+Added: The approved design is substantially identical to the fiscal 2023 awards described above, except that the three-year performance period covers fiscal 2024, fiscal 2025 and fiscal 2026.
+Added: The fiscal 2024 LTI awards were granted in November 2023 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 $8.25, the closing trading price of our Class A Non-Voting Common Stock on September 29, 2023.
−Removed: The following table shows the fiscal 2023 LTI awards for the continuing Named Executive Officers (other than Mr.
−Removed: Cohen, who is subject to a separate incentive program and is not eligible for LTI awards, and Mr.
−Removed: Welch, who had previously announced his intention to retire from the Company effective December 31, 2022):
−Removed: Named Executive Officer Fiscal 2023 LTI Target Amount Number of Units
−Removed: Given (1) $ 2,000,000 259,403
−Removed: Jugmans (2) $ 500,000 64,850
+Added: The following table shows the fiscal 2024 LTI awards for the Named Executive Officers (other than Mr.
+Added: Cohen, who is subject to a separate incentive program and is not eligible for LTI awards):
+Added: Named Executive Officer (1)
+Added: Fiscal 2024 LTI Target Amount Number of Units
+Added: $ 2,600,000 315,151
+Added: $ 700,000 84,848
John Blair Powell, Jr.
$ 1,200,000 145,454
−Removed: (1) In September 2022, the Committee approved an increase in Mr.
−Removed: Given’s LTI target amount from $1,500,000 to $2,000,000.
−Removed: This change better aligns Mr.
−Removed: 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.
−Removed: (2) In September 2022, the Committee approved an increase in Mr.
−Removed: Jugmans’ LTI target amount from $450,000 to $500,000.
−Removed: This change better aligns Mr.
−Removed: 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.
+Added: Lisa VanRoekel
+Added: $ 350,000 42,424
+Added: (1) In October 2023, the Committee approved increases in the LTI target amounts for Mr.
+Added: Given (from $2,000,000 to $2,600,000), Mr.
+Added: Jugmans (from $500,000 to $700,000), Mr.
+Added: Powell (from $825,000 to $1,200,000) and Ms.
+Added: VanRoekel (from $328,000 to $350,000).
+Added: These changes better align the executives’ long-term incentive compensation and total direct compensation with peer group executives in comparable positions (at the 25th percentile and 43rd percentile, respectively, for Mr.
+Added: below the 25th percentile and at the 41st percentile, respectively, for Mr.
+Added: at the 50th percentile and 58th percentile, respectively, for Mr.
+Added: and at the 34th percentile and 68th percentile, respectively, for Ms.
+Added: VanRoekel), and is consistent with the Company’s pay-for-performance philosophy and emphasis on long-term compensation.
Executive Chairman Incentive Award
16 unchanged sentences
Cohen’s valuable contributions in key strategic areas, including the following:
−Removed: • Providing leadership and mentorship to the newly-appointed CEO and COO;
−Removed: • Providing counsel and operational guidance to improve store-level performance;
−Removed: • Providing counsel and advice on key growth initiatives, including acquisitions and strategic investments and partnerships;
−Removed: • Strategic planning.
+Added: • Providing leadership and mentorship to the CEO, COO and CFO;
+Added: • Providing counsel and advice on development and execution of strategic plan;
+Added: • Providing direction, high-level involvement and support on key growth initiatives, including acquisitions, strategic investments and partnerships and denovo developments;
+Added: • Providing counsel and operational guidance to improve store-level performance and Team Member engagement;
+Added: • Providing thought leadership and guidance on financing and capital allocation strategies.
As noted above, the Committee has determined that the Company Performance Gate under the fiscal 2023 STI plan has been achieved.
5 unchanged sentences
The remaining 50% of the FY22 Units (92,976 Units) will be paid at the end of fiscal 2024 based on the closing trading price of our Class A Non-Voting Common Stock at that time.
−Removed: At the beginning of fiscal 2023, Mr.
+Added: In October 2023, the Committee approved an increase in Mr.
+Added: Cohen’s incentive compensation opportunity to $1,750,000, and for fiscal 2024, Mr.
Cohen received 212,121 Units (the “FY24 Units”), which was calculated by dividing the bonus opportunity ($1,750,000) by $8.25, the closing trading price of our Class A Non-Voting Common Stock on September 29, 2023.
6 unchanged sentences
Named Executive Officer Fiscal 2023 SERP Contribution
−Removed: Given (1) $ 70,767
−Removed: Jugmans (1) $ 44,153
John Blair Powell, Jr.
−Removed: Kulas (2) $ 85,000
−Removed: (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.”
−Removed: (2) This contribution was forfeited when Mr.
−Removed: Kulas resigned from the Company in January 2022.
−Removed: 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.
−Removed: Cohen and Mr.
−Removed: For the continuing Named Executive Officers, those contributions were $75,000 for Mr.
+Added: Lisa VanRoekel
+Added: In October 2023, the Committee approved fiscal 2024 SERP contributions equal to 10% of base salary for each of the executive officers (other than Mr.
+Added: For the Named Executive Officers, those contributions were $75,000 for Mr.
Given, $47,500 for Mr.
Jugmans, $60,000 for Mr.
+Added: Powell and $41,000 for Ms.
Other Benefits and Perquisites
40 unchanged sentences
We maintain the following policies to mitigate compensation risk:
−Removed: • Clawback Policy — The Board of Directors retains the right to seek reimbursement (clawback) of incentive compensation (whether cash or equity) from any executive officer who has, in the Board’s determination, violated our policies or otherwise engaged in intentional misconduct that, in either case, caused a material restatement of financial results.
+Added: • Compensation Recovery Policy — The Board of Directors has adopted a Compensation Recovery Policy that complies with the requirements of the Nasdaq Listing Rules.
+Added: Under the policy, the Company generally is required to take reasonably prompt action to recover “Erroneously Awarded Compensation” from the persons subject to the policy (including the executive officers) if the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with financial reporting requirements.
+Added: “Erroneously Awarded Compensation” is the amount of incentive compensation received by a covered person in excess of the amount that would have been received had it been determined based on the restated amounts.
+Added: A copy of the Compensation Recovery Policy, which became effective on August 1, 2023, is filed as Exhibit 97 to this Report.
• Anti-Hedging Policy — We maintain a policy prohibiting the trading of “derivative securities” related to, or engaging in “short sales” of, our stock by members of the Board of Directors, executive officers or any other persons associated or affiliated with the Company (through employment, contractual relationship or otherwise) who are designated from time to time by the Board of Directors.
5 unchanged sentences
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.
−Removed: Each person subject to the stock ownership requirements is required to
−Removed: 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.
+Added: 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.
4 unchanged sentences
Change in Control Severance Plan — The executive officers (other than Mr.
−Removed: Cohen and Mr.
−Removed: Welch) are participants in the EZCORP, Inc.
+Added: Cohen) 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.
4 unchanged sentences
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.
−Removed: 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.
+Added: The Board of Directors has 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.
12 unchanged sentences
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.
−Removed: Retirement arrangements for Mr.
−Removed: Welch has been an executive officer, serving in the position of Chief Legal Officer (or General Counsel) and Secretary since April 2009.
−Removed: In September 2022, Mr.
−Removed: 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.
−Removed: In connection with such retirement, the Company has agreed to provide Mr.
−Removed: Welch with a one-time retirement payment of $205,000 and continued healthcare benefits through the end of fiscal 2024.
−Removed: In addition, the Company has agreed to treat the portions of Mr.
−Removed: 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.
−Removed: 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).
−Removed: All portions of such awards that are allocable to future performance periods (including fiscal 2023) will be forfeited as of the retirement date.
−Removed: The Company any Mr.
−Removed: Welch also entered into an Advisory Agreement under which Mr.
−Removed: Welch will provide limited advisory services to the Company, including advice and counsel on certain specified legal matters and general assistance as requested.
−Removed: Advisory fees under the agreement will be $205,000, payable monthly.
−Removed: 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.
−Removed: The terms of the retirement arrangement and the advisory arrangement were reviewed and approved by the Committee.
+Added: Employment Contract for Mr.
+Added: Given — On November 14, 2023, we entered into an Employment Contract with Mr.
+Added: Given, our Chief Executive Officer, who resides in London, England.
+Added: The Employment Contract was entered into to comply with U.K.
+Added: employment laws and is not intended to alter the fundamental elements of Mr.
+Added: Given’s employment relationship, including the compensatory arrangement as reflected in this Compensation Discussion and Analysis.
+Added: The terms of the Employment Contract mirror as close as possible the terms of Mr.
+Added: Given’s pre-existing U.S.
+Added: employment, although certain modifications were necessary to adapt to a U.K.
+Added: employment environment, particularly with regards to healthcare and other benefits.
+Added: All compensation received by Mr.
+Added: Given under the Employment Contract is reflected in the Summary Compensation Table below, including the “All Other Compensation” column, which includes healthcare and other benefits.
Compensation Committee Report
7 unchanged sentences
The table below summarizes the total compensation for fiscal 2023, 2022 and 2021 for the Named Executive Officers.
−Removed: See “Part III, Item 11 — Executive Compensation — Compensation Discussion and Analysis” for a description of how we determined the Named Executive Officers.
−Removed: 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.
−Removed: 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.
+Added: 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, as follows:
+Added: Given served 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.
−Removed: Jugmans served as Vice President, Treasury and M&A during fiscal 2020.
−Removed: He was named Interim Chief Financial Officer in September 2020 and appointed Chief Financial Officer in May 2021.
−Removed: Powell served as Chief Customer Service Officer during fiscal 2020, and as President, US Pawn during fiscal 2021.
+Added: Jugmans was named Interim Chief Financial Officer in September 2020 and appointed Chief Financial Officer in May 2021.
+Added: Powell served 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.
−Removed: Kulas served as President and Chief Financial Officer from February 2020 to July 2020, when he was appointed Chief Executive Officer.
−Removed: He held that position until January 12, 2022, when he resigned from the Company to pursue another opportunity.
−Removed: 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)
+Added: VanRoekel has served as Chief Human Resources Officer since joining the Company in January 2021.
Name and Principal Position Fiscal Year Base Salary Bonus Stock Awards (1) Non-Equity Incentive Plan Compensation (2) All Other Compensation (3) Total
12 unchanged sentences
2021 $ 375,000 — $ 180,267 $ 375,000 $ 66,316 $ 996,583
+Added: Lisa VanRoekel
2023 $ 410,000 — $ 568,644 $ 302,580 $ 54,386 $ 1,335,610
−Removed: Chief Legal Officer and 2021 $ 410,000 — $ 227,287 $ 312,500 $ 70,648 $ 1,020,435
−Removed: Secretary 2020 $ 410,000 $ 135,300 — — $ 69,570 $ 614,870
+Added: Chief Human Resources
2022 $ 391,077 — $ 290,106 $ 353,762 $ 56,215 $ 1,091,160
−Removed: Former Chief Executive 2021 $ 850,000 — $ 723,679 $ 1,593,750 $ 117,523 $ 3,284,952
−Removed: Officer 2020 $ 424,808 — $ 683,878 $ 437,500 $ 56,455 $ 1,602,641
+Added: 2021 $ 249,038 $ 100,000 $ 92,038 $ 262,500 $ 43,669 $ 747,245
(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.
−Removed: 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.
−Removed: See also “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above.
+Added: See also “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2023 Executive Compensation Actions — Long-Term Incentives” above.
(2) For Named Executive Officers other than Mr.
Cohen, amounts represent the incentive bonuses paid pursuant to the Short-Term Incentive Compensation Plan.
−Removed: See “Compensation Discussion and Analysis — Components of Compensation — Annual Incentive Bonuses” above.
−Removed: Cohen, amount represent the incentive bonuses paid pursuant to the special incentive compensation arrangement described under “Compensation Discussion and Analysis — Components of Compensation — Executive Chairman Incentive Award.”
−Removed: The fiscal 2020 amount for Mr.
−Removed: Kulas represents the minimum fiscal 2020 STI payout that was guaranteed when Mr.
−Removed: Kulas joined the Company as President and Chief Financial Officer in February 2020.
+Added: See “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2023 Executive Compensation Actions — Annual Incentive Bonuses” above.
+Added: Cohen, amounts represent the incentive bonuses paid pursuant to the special incentive compensation arrangement described under “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2023 Executive Compensation Actions — Executive Chairman Incentive Award.”
(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.
−Removed: 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.
2 unchanged sentences
Jugmans serving as non-executive chairman.
−Removed: Kulas also served on that board as non-executive chairman from August 2020 until April 2022, when he was replaced by Mr.
−Removed: The director fees paid to each of them during fiscal 2022 by Cash Converters International Limited were as fo llows:
+Added: The director fees paid to each of them during fiscal 2023 by Cash Converters International Limited were as follows:
Given, AUD $95,000;
Jugmans, AUD $170,000.
−Removed: 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
−Removed: The following information sets forth our calculation of the ratio between the annual total compensation of Lachlan P.
+Added: The fo llowing 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 2023 was $4,481,280 .
−Removed: That number is derived from the numbers set forth in the Summary Compensation Table above, except we annualized the base salary that Mr.
−Removed: Given received in his position as CEO.
−Removed: • 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.
+Added: That number is derived from the numbers set forth in the Summary Compensation Table above.
+Added: • Our median Team Member’s total annual compensation for fiscal 2023 was $18,208, consisting of gross annual wages, bonuses, overtime pay and other benefits.
• Based on those numbers, our CEO Pay ratio for fiscal 2023 is 246:1.
Our CEO Pay Ratio is based on the following methodology:
−Removed: • When we identified our median Team Member, we selected gross wages as the most appropriate measure of compensation and applied that measure consistently across our Team Member population.
+Added: • When we identified our median Team Member, we selected gross wages paid during fiscal year 2023 as the most appropriate measure of compensation and applied that measure consistently across our global population.
Gross wages generally include salary and wages (regular, hourly and overtime), commissions and bonuses.
−Removed: We annualized the compensation of all permanent full-time and part-time Team Members who were hired during the year.
+Added: We annualized the compensation of all permanent full-time and part-time Team Members as of September 30, 2023.
• We calculated the median Team Member’s total annual compensation in accordance with the rules used to calculate the CEO’s compensation included in the Summary Compensation Table above.
−Removed: • Using this methodology, we determined that our median Team Member was a full-time store manager located in Guatemala where Team Member wages and cost of living are significantly lower than the U.S.
+Added: • Using this methodology, we determined that our median Team Member was a full-time certified store manager located in Mexico where Team Member wages and cost of living are significantly lower than the U.S.
In calculating CEO pay ratios, companies are permitted to adopt a variety of methodologies, apply certain exclusions and make reasonable estimates and assumptions reflecting their unique employee populations.
2 unchanged sentences
The following table sets forth certain information about plan-based awards that we made to the Named Executive Officers during fiscal 2023.
−Removed: For information about the plans under which these awards were granted, see “Compensation Discussion and Analysis — Components of Compensation — Annual Incentive Bonus” and “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above.
+Added: For information about the plans under which these awards were granted, see “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2023 Compensation Actions — Annual Incentive Bonus” and “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2023 Executive Compensation Actions — Long-Term Incentives” above.
Grants of Plan-Based Awards
7 unchanged sentences
11/16/2022 27,434 $ 179,878 (5)
−Removed: Prior Years $ 586,839 (5)
+Added: $ 729,574 (6)
Jugmans 10/01/2022 $ 225,000 $ 450,000 $ 675,000 — — — —
2 unchanged sentences
11/16/2022 9,721 $ 73,190 (5)
−Removed: Prior Years $ 217,211 (5)
+Added: $ 301,122 (6)
Cohen 10/1/2022 $ 1,500,000 $ 1,500,000 $ 1,500,000 — — — —
5 unchanged sentences
$ 397,435 (6)
−Removed: Prior Years $ 283,973 (5)
+Added: Lisa VanRoekel
10/01/2022 $ 123,000 $ 246,000 $ 369,000 — — — —
1 unchanged sentence
11/16/2022 9,278 $ 70,791 (4)
−Removed: Prior Years $ 359,545 (5)
−Removed: Kulas (7) 10/5/2021 $ 637,500 $ 1,275,000 $1,912,500 — — — —
11/16/2022 6,924 $ 51,259 (5)
$ 249,804 (6)
−Removed: Prior Years $ 794,121 (5)
(1) These amounts represent the potential payouts under the fiscal 2023 Short-Term Incentive Compensation Plan.
−Removed: See “Compensation Discussion and Analysis — Components of Compensation — Annual Incentive Bonuses” above.
−Removed: 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).
+Added: See “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2023 Executive Compensation Actions — Annual Incentive Bonuses” above.
+Added: The “Target” amount is the amount that would be paid if the specified performance goals are achieved at the target level (although the People and 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.
−Removed: (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.
−Removed: See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives.”
−Removed: 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.”
+Added: (2) The amounts shown represent long-term incentive (LTI) awards (stated in number of units) under our Long-Term Incentive Plans.
+Added: See “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2023 Executive Compensation Actions — Long-Term Incentives.
(3) Represents the estimated grant date fair value of equity awards, assuming payout at “Target” level.
This is the estimated amount of aggregate compensation cost we expect to recognize over the performance period, determined as of the grant date.
−Removed: See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above.
−Removed: Because of the structure of the fiscal 2022 awards, each annual tranche of the awards is treated as a separate award for accounting purposes.
−Removed: Consequently, the amounts shown represent only the grant date fair value of the first annual tranche (i.e., one-third of the awards).
−Removed: (4) Represents the grant date fair value of the “bonus” units awarded with respect to the first tranche of the fiscal 2021 LTI awards.
−Removed: See the second paragraph under note (2) above.
−Removed: (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.
−Removed: (6) Represents the aggregate grant date fair value of a special one-time LTI award granted to Mr.
−Removed: Powell in October 2021.
−Removed: 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.
−Removed: Powell.” The award vests pro-rata over a three-year period and is not subject to any performance goals other than continued active employment.
−Removed: Consequently, the amount shown includes the full Grant Date Fair Value of the total award.
−Removed: (7) All of these awards were forfeited when Mr.
−Removed: Kulas resigned as Chief Executive Officer in January 2022 to pursue another opportunity.
+Added: Because of the structure of the fiscal 2023 awards (as described under “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2023 Executive Compensation Actions — Long-Term Incentives — Fiscal 2023 Actions — Grant of Fiscal 2023 Awards” above), each annual tranche of the awards is treated as a separate award for accounting purposes.
+Added: Consequently, the amount shown represents the grant date fair value of the first annual tranche (20% of the award) plus the grant date fair value of the cumulative three-year performance tranche (20% of the award) plus the grant date fair value of the time-based tranche (20% of the award).
+Added: The grant date fair value of the second and third annual tranches will be reflected in future years when the performance conditions for those tranches are established and they are deemed to be granted for accounting purposes.
+Added: (4) Represents the grant date fair value of the “bonus” units awarded with respect to the second tranche of the fiscal 2021 LTI awards based on Adjusted Net Income performance during fiscal 2022, as discussed in our 2022 Annual Report under “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2022 Executive Compensation Actions — Long-Term Incentives — Fiscal 2022 Actions — Second Year Performance of Fiscal 2021 LTI Awards.”
+Added: (5) Represents the grant date fair value of the “bonus” units awarded with respect to the first tranche of the fiscal 2022 LTI awards based on Adjusted Net Income performance during fiscal 2022, as discussed in our 2022 Annual Report under “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2022 Executive Compensation Actions — Long-Term Incentives — Fiscal 2022 Actions — First Year Performance of Fiscal 2022 LTI Awards.”
+Added: (6) Represents the aggregate grant date fair value of the third tranche of the fiscal 2021 LTI awards and the second tranche of the fiscal 2022 LTI awards.
+Added: Because of the structure of those awards, these tranches were treated as separate awards for accounting purposes granted at the beginning of fiscal 2023, even 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 and the 2022 Annual Report, respectively.
The following table sets forth certain information about outstanding stock awards held by the Named Executive Officers as of the end of fiscal 2023.
7 unchanged sentences
That Have Not Vested (2)
−Removed: Given 3/7/2022 85,340 $ 657,971
11/16/2022 19,881 (3)
2 unchanged sentences
3/7/2022 85,340 $ 704,055
−Removed: Jugmans 3/7/2022 2,844 $ 21,927
11/17/2021 19,881 (3)
2 unchanged sentences
11/16/2022 9,808 (3)
+Added: 11/16/2022 9,721 $ 80,198
+Added: 10/11/2022 64,850 $ 535,013
+Added: 3/7/2022 2,844 $ 23,463
+Added: 11/17/2021 9,808 (3)
+Added: 10/13/2021 55,482 $ 457,727
+Added: 2/22/2021 58,846 (3)
John Blair Powell, Jr.
7 unchanged sentences
2/22/2021 59,642 (3)
+Added: Lisa VanRoekel
11/16/2022 9,278 (3)
11/16/2022 6,923 $ 57,115
+Added: 10/11/2022 42,542 $ 350,972
+Added: 3/7/2022 4,551 $ 37,546
+Added: 11/17/2021 9,278 (3)
+Added: 10/13/2021 36,988 $ 305,151
+Added: 2/22/2021 55,666 (3)
(1) Stated at target levels,
(2) Market value is based on the closing price of our Class A Common Stock on September 29, 2023, the last market trading day of fiscal 2023 ($8.25).
−Removed: (3) These veste d in November 2022 follow ing approval by the People and Compensation Committee.
−Removed: See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above.
−Removed: 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:
+Added: (3) These units vested in November 2023 following approval by the People and Compensation Committee.
+Added: See “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2023 Executive Compensation Actions — Long-Term Incentives” above.
+Added: The following table sets forth, with respect to each of the Named Executive Officers, certain information about restricted stock that vested during fiscal 2023:
Named Executive Officer Number of Shares
5 unchanged sentences
44,581 $ 417,922
−Removed: 31,931 $ 250,020
+Added: Lisa VanRoekel
(1) Includes shares withheld to satisfy tax withholding obligations.
12 unchanged sentences
Company contributions to the SERP are formula-based, reviewed and approved by the People and Compensation Committee each year.
−Removed: For fiscal 2022, our annual contributions to the SERP were calculated as 10% of base salary (prorated for pay adjustments during the year).
−Removed: For fiscal 2023, the Company contributions to the SERP will continue at the same rates for continuing executive officers (other than Mr.
+Added: For fiscal 2023, our annual contributions to the SERP were calculated as 10% of base salary.
+Added: For fiscal 2024, the Company contributions to the SERP will continue at the same rates for executive officers.
Under the terms of the SERP, participants are also allowed to voluntarily defer all or a portion of their salary and bonus payments into the SERP.
−Removed: There were nine participants during fiscal 2022.
+Added: There were eight participants during fiscal 2023.
All Company contributed SERP funds have a vesting schedule as an additional retention tool.
Generally, the funds vest over three years from the contribution date, with one-third vesting each year.
−Removed: All of a participant’s Company contributed SERP funds vest 100% in the event of the participant’s death, disability or the termination of the plan due to a change in control.
+Added: All of a participant’s Company contributed SERP funds vest 100% in the event of the participant’s death or disability or the termination of the plan due to a change in control.
In addition, all Company contributed SERP funds are 100% vested when a participant attains age 50 and five years of active service.
15 unchanged sentences
$ 55,000 $ 7,990 $ — $ — $ 183,492
+Added: Lisa VanRoekel
$ 41,000 $ 8,534 $ — $ — $ 122,117
−Removed: 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.”
4 unchanged sentences
$119,473 for Mr.
−Removed: Powell, and $582,000 for Mr.
+Added: Powell, and $74,307 for Ms.
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.
−Removed: 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
−Removed: Given 2022 $ 12,873 $ 812 $ 70,767 — $ 84,452
+Added: 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
2023 $ 6,576 $ 4,818 $ 75,000 $ — $ 86,394
2022 $ 12,873 $ 812 $ 70,767 $ — $ 84,452
−Removed: Jugmans 2022 $ 22,068 $ 1,392 $ 47,686 — $ 71,146
2021 $ 21,636 $ 1,392 $ 60,000 $ — $ 83,028
+Added: Timothy K.Jugmans
2023 $ 22,068 $ 1,236 $ 48,375 $ — $ 71,679
−Removed: Cohen 2022 $ 14,736 $ 1,392 $ 7,182 — $ 23,310
2022 $ 22,068 $ 1,392 $ 47,686 $ — $ 71,146
2021 $ 21,636 $ 1,392 $ 43,390 $ — $ 66,418
−Removed: John Blair Powell, Jr.
2023 $ 14,736 $ 1,236 $ 5,625 $ — $ 21,597
1 unchanged sentence
2021 $ 14,448 $ 1,392 $ 7,692 $ — $ 23,532
+Added: John Blair Powell, Jr.
2023 $ 22,068 $ 1,236 $ 61,106 $ — $ 84,410
1 unchanged sentence
2021 $ 21,636 $ 1,392 $ 43,288 $ — $ 66,316
−Removed: Kulas 2022 $ 9,195 $ 580 $ 86,471 $ 50,000 $ 146,246
+Added: Lisa VanRoekel
2023 $ 7,656 $ 1,236 $ 45,494 $ — $ 54,386
2022 $ 7,656 $ 1,392 $ 47,167 $ — $ 56,215
+Added: 2021 $ 5,000 $ 1,044 $ 37,625 $ — $ 43,669
(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.
−Removed: 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.
+Added: The amounts shown (other than the fiscal 2023 amount for Mr.
+Added: Given) represent the total premiums paid for the supplemental executive medical plan for each of the Named Executive Officers during each of the years presented.
+Added: The fiscal 2023 amount for Mr.
+Added: Given represents the amount we reimburse Mr.
+Added: Given for a supplemental health policy in the U.K.
+Added: that, along with his U.K.
+Added: National Health Service coverage, provides Mr.
+Added: Given with healthcare benefits that are comparable to the benefits provided to the other executive officers.
(2) Represents group life insurance premiums paid on behalf of the Named Executive Officers.
The benefit provides life and accidental death and dismemberment coverage for the Named Executive Officers at three times annual salary up to a maximum of $1 million.
+Added: The fiscal 2023 amount for Mr.
+Added: Given represents the amount we paid for a rider to to the group term policy to provide Mr.
+Added: Given with comparable benefits in the U.K.
(3) Includes Company contributions to the 401(k) plan and the Supplemental Executive Retirement Plan.
−Removed: (4) The amounts shown as Other Benefits represent the following:
−Removed: Welch, Company-paid subsidy for health club membership and for Mr.
−Removed: 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:
3 unchanged sentences
Cohen) with one-year salary continuation if his or her employment is terminated by the Company without cause.
+Added: This severance benefit is reflected in the terms of Mr.
+Added: Employment Contract.
+Added: See “Compensation Discussion and Analysis — Other Executive Compensation Matters — Employment Contract for Mr.
+Added: • Change in Control Severance Benefits — The executive officers (other than Mr.
+Added: Cohen) are subject to the Change in Control Severance Plan, which provides them 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.
+Added: See “Compensation discussion and Analysis — Other Executive Compensation Matters — Change in Control Severance Plan.” In addition, all outstanding LTI awards 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.
The following table sets forth the amounts of severance or termination benefits that would have been payable to each of the Named Executive Officers upon the occurrence of various events, assuming each of the events occurred on September 30, 2023:
8 unchanged sentences
$ — $ — $ — $ —
+Added: Lisa VanRoekel
$ — $ — $ — $ —
5 unchanged sentences
$ 550,000 $ — $ — $ —
+Added: Lisa VanRoekel
$ 410,000 $ — $ — $ —
5 unchanged sentences
$ — $ — $ 2,534,987 $ —
+Added: Lisa VanRoekel
$ — $ — $ 1,363,117 $ 83,460
−Removed: (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).
−Removed: Powell and Mr.
−Removed: Welch were fully vested in their SERP account at September 30, 2022.
−Removed: In November 2022, the Board of Directors approved and adopted a Change in Control Severance Plan that provides the executive officers (other than Mr.
−Removed: 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.
−Removed: 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.
−Removed: This acceleration of vesting benefit applies to the executive officers, as well as all other holders of outstanding LTI awards.
−Removed: 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.
−Removed: Generally, had the plan been in effect at September 30.
−Removed: 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:
−Removed: Given, $3,750,000;
−Removed: Jugmans, $1,800,000;
−Removed: Powell, $2,200,000).
+Added: Change in Control (3):
+Added: $ 1,500,000 $ 2,250,000 $ 5,036,485 $ 149,774
+Added: $ 900,000 $ 900,000 $ 1,743,713 $ 99,839
+Added: $ — $ — $ — $ —
+Added: John Blair Powell, Jr.
+Added: $ 1,100,000 $ 1,100,000 $ 2,534,987 $ —
+Added: Lisa VanRoekel
+Added: $ 615,000 $ 369,000 $ 1,363,117 $ 83,460
+Added: (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, 2023 ($8.25).
+Added: Powell was fully vested in his SERP account at September 30, 2023.
+Added: (3) Subject to the terms of the Change in Control Severance Plan.
+Added: See “Compensation Discussion and Analysis — Other Executive Compensation Matters — Change in Control Severance Plan.”
Director Compensation
45 unchanged sentences
(1) Amount represents the number of shares available for issuance in the 2022 Long-Term Incentive Plan as of September 30, 2023.
−Removed: An additional 1.5 million shares were added to the plan on October 5.
−Removed: 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.
−Removed: 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.
+Added: An additional 1.4 million shares were added to the plan on November 3, 2023 to cover the fiscal 2024 LTI awards to be issued in November 2023 which will leave 481,133 share for future issuances.
+Added: The 2010 Long-Term Incentive Plan remains effective only to cover currently outstanding awards issued on or prior to December 31, 2021, as that plan was replaced by the 2022 Long-Term Incentive Plan.
Stock Ownership
13 unchanged sentences
Blackrock Inc.
−Removed: 55 East 52 nd Street
+Added: 50 Hudson Yards
New York, New York 10001
12 unchanged sentences
Given 642,454 (d) * — — —
−Removed: Kulas 114,017 *
+Added: Kulas 140,507 (e) *
Pablo Lagos Espinosa 215,102 *
Tillett 107,683 *
−Removed: Jugmans 43,166 (e) * — — —
+Added: Jugmans 117,317 (f) * — — —
John Blair Powell, Jr.
167,539 (g) *
−Removed: Directors and executive officers as a group (15 persons) 4,660,765 (h) 8.28 % 2,970,171 100 % 100 %
+Added: Lisa VanRoekel
+Added: 74,222 (h) * — — —
+Added: Directors and executive officers as a group (14 persons)
+Added: 5,179,716 (i) 9.47 % 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.
3 unchanged sentences
(d) Includes 159,046 unvested restricted stock units expected to vest within 60 days of November 1, 2023.
−Removed: (e) Includes 17,706 unvested restricted stock units expected to vest within 60 days of November 1, 2022.
+Added: (e) 114,017 of these shares are held by a revocable trust of which Mr, Kulas is a co-trustee.
(f) Includes 78,462 unvested restricted stock units expected to vest within 60 days of November 1, 2023.
−Removed: (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.
−Removed: (h) Group includes those persons who were serving as directors and executive officers on November 1, 2022.
−Removed: 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.
+Added: (g) Includes 79,524 unvested restricted stock units expected to vest within 60 days of November 1, 2023.
+Added: (h) Includes 74,222 unvested restricted stock units expected to vest within 60 days of November 1, 2023.
+Added: (i) Group includes those persons who were serving as directors and executive officers on November 1, 2023.
+Added: Number shown includes 661,547 unvested restricted stock units expected to vest within 60 days of November 1, 2023.
* Shares beneficially owned do not exceed one percent of Class A Common Stock.
7 unchanged sentences
Nicholas Cohen, the son of Phillip E.
−Removed: 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.
+Added: 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, Business Development.
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.
17 unchanged sentences
Given were executive officers of the Company during all of fiscal 2023, and Mr.
−Removed: Kulas was an executive officer of the Company until January 12, 2022.
+Added: Kulas was an executive officer of the Company from February 2020 until January 2022.
Therefore, they are not independent in accordance with the standards set forth in the Nasdaq Listing Rules.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: The following table presents all fees we incurred in connection with professional services provided by BDO USA, LLP for fiscal 2022 and 2021:
+Added: The following table presents all fees we incurred in connection with professional services provided by BDO USA, P.C.
+Added: for fiscal 2023 and 2022:
Year Ended September 30,
9 unchanged sentences
are included in “Part II — Item 8 — Financial Statements and Supplementary Data”:
−Removed: • Report of Independent Registered Public Accounting Firm (2022 and 2021) — BDO USA, LLP
+Added: • Report of Independent Registered Public Accounting Firm (2023 and 2022) — BDO USA, P.C.
• Consolidated Balance Sheets as of September 30, 2023 and 2022
• Consolidated Statements of Operations for each of the three years in the period ended September 30, 2023
−Removed: • Consolidated Statements of Comprehensive (Loss) Income for each of the three years in the period ended September 30, 2022
+Added: • Consolidated Statements of Comprehensive Income for each of the three years in the period ended September 30, 2023
• Consolidated Statements of Cash Flows for each of the three years in the period ended September 30, 2023
23 unchanged sentences
8-K 0-19424 4.1 October 7, 2019
+Added: 4.6 Indenture, dated December 12, 2022, between EZCORP, Inc.
+Added: and Truist Bank, as trustee
+Added: 8-K 0-19424 4.1 December 13, 2022
10.1* EZCORP, Inc.
10 unchanged sentences
2022 Long-term Incentive Plan, Effective November 15, 2022
+Added: 10-K 0-19424 10.5 November 16, 2022
10.6* EZCORP, Inc.
Change in Control Severance Plan, Effective November 15, 2022
+Added: 10-K 0-19424 10.6 November 16, 2022
10.7* Amendment to Amended and Restated EZCORP, Inc.
2010 Long-Term Incentive Plan, Effective November 15, 2022
−Removed: 10.8* Retirement Agreement, dated September 30, 2022, between the Company and Thomas H.
−Removed: (Chief Legal Officer and Secretary)
−Removed: 10.9* Advisory Agreement, dated September 30, 2022, between the Company and Thomas H.
−Removed: (Chief Legal Officer and Secretary)
+Added: 10-K 0-19424 10.7 November 16, 2022
+Added: 10.8* Employment Contract, dated November 1 4 , 2023, between EZCORP UK Limited and Lachlan P.
21.1 List of Subsidiaries of EZCORP, Inc.
−Removed: 23.1 Consent of BDO USA, LLP, Independent Registered Public Accounting Firm
+Added: 23.1 Consent of BDO USA, P.C.
+Added: , Independent Registered Public Accounting Firm
31.1 Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
34 unchanged sentences
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.