What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-11-13 compared with 2023-11-15 · 150 added, 162 removed, 1191 unchanged (21% of the section changed)

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Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

Shareholders and Board of Directors

Rollingwood, Texas

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Name Age Committees

Appel 67 Audit, People and Compensation, Nominating (Chair), Lead Independent Director

Zena Srivatsa Arnold 45 Audit, People and Compensation, Nominating

Appel 68 Audit and Risk, People and Compensation, Nominating (Chair), Lead Independent Director

Zena Srivatsa Arnold 46 Audit and Risk, People and Compensation, Nominating

Cohen (Executive Chairman) 77 —

Pablo Lagos Espinosa 68 Audit, People and Compensation (Chair), Nominating

Tillett 64 Audit (Chair), People and Compensation, Nominating

Pablo Lagos Espinosa 69 Audit and Risk, People and Compensation (Chair), Nominating

Tillett 65 Audit and Risk (Chair), People and Compensation, Nominating

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

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Appel joined EZCORP as a director in January 2015.

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

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

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

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Arnold has been a director since May 2019.

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

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

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

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Given began his career working in the investment banking and equity capital markets divisions of Merrill Lynch in Hong Kong and Sydney, Australia, where he specialized in the origination and execution of a variety of M&A, equity, equity-linked and fixed income transactions.

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

a leading indirect auto finance company.

Kulas is a member of the Board of Directors and holds the position of Vice Chairman and Chief Financial Officer of Exeter Finance LLC, a leading indirect auto finance company.

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

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

While an independent director, he served on the Audit Committee and the Nominating Committee.

While an independent director, he served on the Audit and Risk Committee and the Nominating Committee.

Kulas resigned from the Board of Directors when he joined the Company as an executive in February 2020, and was reappointed to the Board in connection with his appointment as Chief Executive Officer.

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Kulas received an MBA with a concentration in Finance and Marketing from Texas Christian University in 1995 and a Bachelor of Arts degree from Southern Methodist University in 1993.

He currently serves as an advisor to Warburg Pincus International LLC.

He formerly served as an advisor to Warburg Pincus International LLC.

He has been involved in a variety of civic and philanthropic activities, including the Salesmanship Club of Dallas, Momentous Institute, Exchange Club of East Dallas, Dallas Citizens Council, Baylor Scott & White Dallas Foundation and Art House Dallas.

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Lagos joined EZCORP as a director in October 2010.

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

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

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

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Tillett — Mr.

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

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

He has more than 40 years of experience in public accounting and business management.

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

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

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

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

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Section 16(a) Beneficial Ownership Reporting Compliance

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

The delinquent filing was inadvertent and resulted from a delay in the receipt of information regarding the transaction.

Based on written representations and a review of the relevant Forms 3, 4 and 5, during fiscal 2024 all persons subject to Section 16 of the Securities Exchange Act of 1934 with respect to EZCORP timely filed all reports required by Section 16(a) of the Securities Exchange Act.

Code of Conduct

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A copy of the Code of Conduct is posted in the Investor Relations section of on our website at www.ezcorp.com

We will post any waivers of the Code of Conduct, or amendments thereto, that are applicable to our chief executive officer, our chief financial officer or chief accounting officer in the Investor Relations section of our website at www.ezcorp.com.

We will post any waivers of the Code of Conduct, or amendments thereto, that are applicable to our Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer in the Investor Relations section of our website at www.ezcorp.com.

To date, there have been no such waivers.

Insider Trading Policy

We maintain an insider trading policy addressing the purchase, sale and other disposition of the Company’s securities by its officers, directors and employees that is reasonably designed to promote compliance with U.S.

federal insider trading laws, rules and regulations and the Nasdaq Listing Rules.

That policy is filed as an exhibit to this report.

Corporate Governance

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The current membership of each committee is indicated in the list of directors set forth under “Board of Directors” above.

• Audit Committee — The Audit Committee assists the Board in fulfilling its responsibility to provide oversight with respect to our financial statements and reports and other disclosures provided to stockholders, the system of internal controls, the audit process and legal and ethical compliance.

• Audit and Risk Committee — The Audit and Risk Committee assists the Board in fulfilling its responsibility to provide oversight with respect to our financial statements and reports and other disclosures provided to stockholders, the system of internal controls, the audit process and legal and ethical compliance.

Its duties include reviewing the scope and adequacy of our internal and financial controls and procedures;

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reviewing the objectivity, effectiveness and resources of the internal audit function;

and appraising our financial reporting activities and the accounting

standards and principles followed.

The Audit Committee also selects, engages, compensates and oversees our independent auditor and pre-approves all services to be performed by the independent auditing firm.

The Audit Committee has further responsibility for overseeing our risk management and compliance processes.

In carrying out that responsibility, the Audit Committee ensures that adequate policies and procedures have been designed and implemented to (a) manage and monitor significant risks the Company faces, including financial, operational, security, IT and cybersecurity, legal, compliance and regulatory risks;

and appraising our financial reporting activities and the accounting standards and principles followed.

The Audit and Risk Committee also selects, engages, compensates and oversees our independent auditor and pre-approves all services to be performed by the independent auditing firm.

The Audit and Risk Committee has further responsibility for overseeing our risk management and compliance processes.

In carrying out that responsibility, the Audit and Risk Committee ensures that adequate policies and procedures have been designed and implemented to (a) manage and monitor significant risks the Company faces, including financial, operational, security, IT and cybersecurity, legal, compliance and regulatory risks;

and (b) assure compliance with all applicable laws and regulations, including data privacy requirements.

The Audit Committee is comprised entirely of directors who satisfy the standards of independence described under “Part III, Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence,” as well as additional or supplemental independence standards applicable to audit committee members established under applicable law and Nasdaq listing requirements.

The Board has determined that each Audit Committee member meets the Nasdaq “financial literacy” requirement and that Mr.

The Audit and Risk Committee is comprised entirely of directors who satisfy the standards of independence described under “Part III, Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence,” as well as additional or supplemental independence standards applicable to audit committee members established under applicable law and Nasdaq listing requirements.

The Board has determined that each Audit and Risk Committee member meets the Nasdaq “financial literacy” requirement and that Mr.

Tillett, Chair of the committee, and Mr.

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The Nominating Committee is comprised entirely of directors who satisfy the standards of independence described under “Part III, Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence.”

Each of three standing committees is governed by a written charter, a copy of which can be found in the Investor Relations section of our website at www.ezcorp.com.

Each of the three standing committees is governed by a written charter, a copy of which can be found in the Investor Relations section of our website at www.ezcorp.com.

Meetings and Attendance — The following table sets forth the number of meetings held during fiscal 2024 by the Board of Directors and each committee thereof, as well as the number of times during the year that action was taken by unanimous written consent.

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Board of Directors 7 7

Audit Committee 4 —

Audit and Risk Committee

People and Compensation Committee 6 2

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Tillett, for the purpose of reviewing and approving the Company’s share repurchase plans.

That committee met a total of four times, and took action once by unanimous written consent, during fiscal 2023.

In connection with the offering and issuance of convertible notes in December 2022, the Board of Directors formed a “Pricing Committee,” consisting of Mr.

Kulas, and Mr.

Tillett, to review and approve on behalf of the Board of Directors the specific terms of the offering.

That committee met two times, and took action twice by unanimous written consent, during fiscal 2023.

That committee met a total of four times during fiscal 2024.

EXECUTIVE COMPENSATION

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The Aaron's Company, Inc.

Home Furnishing Retail

Atlanticus Holdings Corporation

Consumer Finance

The Cato Corporation

Apparel Retail

AAN Homefurnishing Retail

The Cato Corporation CATO Apparel Retail

CONN Computer and Electronics Retail

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CURO Consumer Finance

Elevate Credit, Inc.

Consumer Finance

Enova International, Inc.

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FCFS Consumer Finance — Pawn Operator

Green Dot Corporation GDOT Consumer Finance

LendingClub Corporation LC Consumer Finance

LendingTree, Inc.

TREE Consumer Finance

MoneyGram International, Inc.

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Oportun Financial Corporation OPRT Consumer Finance

PRA Group, Inc.

PRAA Consumer Finance

Regional Management Corp.

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World Acceptance Corporation WRLD Consumer Finance

This group was the same as the peer group used in fiscal 2022, except that three companies were dropped (Cardtronics Inc.

and GreenSky, Inc.

due to their having been acquired, and Rent-A-Center, Inc.

due to its revenue size being outside the range of reasonable comparability) and four companies were added (Atlanticus Holdings Corporation and Elevate Credit, Inc.

to maintain focus on the Consumer Finance industry, and The Aaron’s Company, Inc.

and The Cato Corporation to expand exposure to retail companies with comparable business models).

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.

In comparison to the peer group used in fiscal 2023, in fiscal 2024, two companies were removed and three were added.

Atlanticus Holdings Corporation was removed due to its revenue size being outside the range of reasonable comparability, and Elevate Credit, Inc.

was removed due to it no longer being public.

The three companies added (Green Dot Corporation, LendingTree, Inc.

and PRA Group Inc.) maintain focus on the Consumer Finance industry.

When the peer group was approved by the Committee, Mercer noted that the Company was at the 38th percentile of the peer group in terms of revenue size and at the 49th percentile in terms of market capitalization.

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.

(Note — The FY23 Mercer Executive Compensation Report did not include any benchmarking information for the Executive Chairman position, as our Executive Chairman, Mr.

Cohen, is subject to a special multi-year compensation arrangement that was approved by the full Board in September 2019 and renewed on the same terms for fiscal 2023.

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

The FY24 Mercer Executive Compensation Report contained the following general observations, which the Committee took into consideration in evaluating and approving executive compensation for fiscal 2024:

• 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.

• Long-term incentive compensation (at target levels) is less competitive at the 30th percentile, with half of our executive officers below the 50th percentile.

• 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.

• 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.

• Total cash compensation (at target levels) for our executive officers as a group approximates the 59th percentile, with seven of eight executive officers approximating or exceeding the 50th percentile.

• Long-term incentive compensation (at target levels) is less competitive at below the 25th percentile, with six of eight executive officers below the 50th percentile.

• As a whole, total direct compensation (cash compensation plus long-term incentive) for our executive officers is at the 45th percentile, with half of our executive officers approximating or exceeding the 50th percentile.

Components of Compensation and Fiscal 2024 Executive Compensation Actions

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$ 410,000 $ 410,000 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.

(2) In September 2021, the Committee approved a base salary for Mr.

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.

In February 2022, in recognition of Mr.

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

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

Powell, who was serving as President, Global Pawn at that time, of $450,000.

In January 2022, Mr.

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

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

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

(4) In September 2021, the Committee approved a base salary for Ms.

VanRoekel of $350,000 for fiscal 2022.

In February 2022, in recognition of Ms.

VanRoekel’s increased responsibilities, the Committee approved a base salary increase to $410,000 (with retroactive effect from January 12, 2022).

In October 2024, the Committee determined that the fiscal 2025 base salaries for the Named Executive Officers would be as follows:

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Jugmans, $500,000 (5.3% increase);

Powell, $600,000 (9.1% increase);

Cohen, $1,500,000 (no increase);

Coh en, $1,500,000 (no increase);

Powell, $600,000 (no increase);

VanRoekel, $410,000 (no increase).

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

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 following is a summary of the terms of t he fiscal 2024 STI plan, which th e Committee approved in May 2023:

• The fiscal 2024 STI plan provides cash bonus opportunities based on achievement of specified performance goals.

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• 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 2024 (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.

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.

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

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Cohen, in his role as Executive Chairman, is not a participant in the STI plan, but is subject to a separate incentive opportunity specified in the terms of his employment.

Pursuant to those terms, he had the opportunity to earn an incentive award of up to $1,500,000 (100% of his base salary).

Pursuant to those terms, he had the opportunity to earn an incentive award of up to $1,750,000.

See “Executive Chairman Incentive Award” below.

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All of the Named Executive Officers were assigned to the Consolidated Executive Officer pool.

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:

During fis cal 2024, th e Company achieved 109% of the specified consolidated performance goal.

• Strengthening our core pawn business;

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• Modernizing our IT and data management systems;

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

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

• 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.

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.

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.

Following a consideration of all of these factors, the Committee approved a funding level o f 127% f or the Consolidated Executive Officer pool, which included all of the Named Executive Officers.

The specific bonus amount approved for each Named Executive Officer is indicated in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table below.

Those amounts were calculated as follows:

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

In October 2023, the Committee approved the STI plan for fiscal 2024.

The fiscal 2024 STI plan contains the same basic design elements as the fiscal 2023 plan.

In November 2024, the Committee approved the STI plan for fiscal 2025.

The fiscal 2025 STI plan contains the same design elements as the fiscal 2024 plan;

however the individual business unit sub-pools were removed from the Consolidated Pool.

For fiscal 2025, the Target Amounts for each of the Named Executive Officers will be as follows:

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Fiscal 2024 Actions — For fiscal 2024, the Committee took the following actions regarding LTI awards:

• 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.

Those awards were granted in October 2022 following approval by the Board.

• Grant of fiscal 2024 LTI awards — In May 2023, the Committee approved the design and structure of the fiscal 2024 LTI awards.

In October 2023, the Committee authorized the issuance of awards to the executive officers and other key employees, which awards were granted in October 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.

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Named Executive Officer

Fiscal 2023 LTI Target Amount Number of Units

Fiscal 2024 LTI Target Amount

Number of Units

Given $ 2,600,000 315,151

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otherwise, they will be forfeited.

The Committee believes that this LTI award structure (which was new for fiscal 2023) introduces two important features into the Company’s LTI awards.

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.

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

With the post-COVID recovery now largely complete 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.

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

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

• 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.

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

• Vesting of fiscal 2022 awards — As described in our Annual Report on Form 10-K for the year ended September 30, 2022 (the “2022 Annual Report”), the fiscal 2022 LTI awards were approved in October 2021.

The basic design of the fiscal 2022 awards is similar to the fiscal 2024 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 2022, fiscal 2023 and fiscal 2024).

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.

As reported in our Annual Report on Form 10-K for the year ended September 30, 2023 (the “2023 Annual Report”), the Committee previously determined that 150% of the units allocated to fiscal 2022 and 147% of the units allocated to fiscal 2023 were available for vesting for those participants whose employment continued through fiscal 2024.

During fiscal 2024, the Company’s Adjusted Net Income performance ( $84.7 million ) exceeded the specified performance goal at the target level, and in November 2024, the Committee determined that 133% of the units allocated to fiscal 2024 (along with the units allocated to fiscal 2022 and fiscal 2023 as described above) were vested for those participants whose employment continued through the end of fiscal 2024.

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

Given, 172,962 units;

Jugmans, 85,327 units;

Powell, 86,482 units;

VanRoekel, 80,716 units.

this includes 235,925 units for Mr.

Given, (including 71,325 “bonus” units);

83,599 units for Mr.

Jugmans, (including 25,273 “bonus” units);

136,168 units for Mr.

Powell, (including 41,165 “bonus” units);

and 59,535 units for Ms.

VanRoekel, (including 17,996 “bonus” units).

• Second-year performance of fiscal 2023 awards — As described in our 2023 Annual Report, the fiscal 2023 LTI awards were approved in October 2022.

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As reported in the 2023 Annual Report, the Committee determined in November 2023 that 147% of the units allocated to fiscal 2023 were available for vesting for those participants whose employment continues through fiscal 2024.

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.

During fiscal 2024, the Company’s Adjusted Net Income performance ( $84.7 million ) exceeded the specified performance goal at the target level, and in November 2024, the Committee determined that 133% of the units allocated to fiscal 2024 were available for vesting for those participants whose employment continues through the end of fiscal 2025.

For the Named Executive Officers, this includes 69,001 units for Mr.

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VanRoekel (including 2,807 “bonus” units).

• 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.

• First-year performance of fiscal 2024 awards — During fiscal 2024, the Company’s Adjusted Net Income performance ( $84.7 million ) exceeded the specified performance goal at the target level, and in November 2024, the Committee determined that 133% of the units allocated to fiscal 2024 are available for vesting for those participants whose employment continues through the end of fiscal 2026.

For the Named Executive Officers, this includes 83,829 units for Mr.

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

Named Executive Officer (1)

Fiscal 2024 LTI Target Amount Number of Units

$ 2,600,000 315,151

$ 700,000 84,848

Named Executive Officer (1) Fiscal 2025 LTI Target Amount

Number of Units

Given $ 3,000,000 267,618

Jugmans $ 900,000 80,285

John Blair Powell, Jr.

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Lisa VanRoekel $ 400,000 35,682

$ 350,000 42,424

(1) In October 2024, the Committee approved increases in the LTI target amounts for Mr.

Given (from $2,600,000 to 3,000,000), Mr.

Jugmans (from $500,000 to $700,000), Mr.

Powell (from $825,000 to $1,200,000) and Ms.

Jugmans (from $700,000 to $900,000), and Ms.

VanRoekel (from $350,000 to $400,000).

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.

below the 25th percentile and at the 41st percentile, respectively, for Mr.

at the 50th percentile and 58th percentile, respectively, for Mr.

and at the 34th percentile and 68th percentile, respectively, for Ms.

These changes better align the executives’ long-term incentive compensation and total direct compensation with peer group executives in comparable positions (at the 41st percentile and 43rd percentile, respectively, for Mr.

at the 43rd percentile and 45th percentile, respectively, for Mr.

and at the 43rd percentile and 63rd percentile, respectively, for Ms.

VanRoekel), and is consistent with the Company’s pay-for-performance philosophy and emphasis on long-term compensation.

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As Executive Chairman, Mr.

Cohen has an incentive compensation opportunity of $1,500,000 per year (100% of base salary), awarded in the form of cash-settled phantom stock units (“Units”) tied to the trading price of the Company’s Class A Common Stock, as follows:

Cohen has an incentive compensation opportunity of $1,750,000 per year, awarded in the form of cash-settled phantom stock units (“Units”) tied to the trading price of the Company’s Class A Common Stock, as follows:

• Award — At the beginning of a fiscal year (the “Performance Year”), the number of Units awarded is determined by dividing $1,750,000 by the stock price at the close of the immediately preceding fiscal year.

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• Providing counsel and advice on development and execution of strategic plan;

• Providing direction, high-level involvement and support on key growth initiatives, including acquisitions, strategic investments and partnerships and denovo developments;

• Providing direction, high-level involvement and support on key growth initiatives, including acquisitions, strategic investments and partnerships and de novo developments;

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

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The remaining 50% of the FY24 Units (106,061 Units) will be paid at the end of fiscal 2025 based on the closing trading price of our Class A Non-Voting Common Stock at that time.

In October 2023, the Committee approved an increase in Mr.

Cohen’s incentive compensation opportunity to $1,750,000, and for fiscal 2024, Mr.

In September 2024, the Committee maintained Mr.

Cohen’s incentive compensation opportunity at $1,750,000, and for fiscal 2025, Mr.

Cohen received 156,110 Units (the “FY25 Units”), which was calculated by dividing the bonus opportunity ($1,750,000) by $11.21, the closing trading price of our Class A Non-Voting Common Stock on September 30, 2024.

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Lisa VanRoekel

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.

In September 2024, the Committee approved fiscal 2025 SERP contributions equal to 10% of base salary for each of the executive officers (other than Mr.

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

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Compensation Risk

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

taking detrimental to the Company.

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

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“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.

A copy of the Compensation Recovery Policy, which became effective on August 1, 2023, is filed as Exhibit 97 to this Report.

A copy of the Compensation Recovery Policy, which became effective on August 1, 2023, is filed as an exhibit 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.

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

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

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

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

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

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

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.

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

Jugmans has served as Chief Financial Officer during all of the three fiscal years reported.

Cohen has served as Executive Chairman during all of the three fiscal years reported.

Powell was 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 and appointed Chief Operating Officer on March 3, 2022.

VanRoekel has served as Chief Human Resources Officer during all of the three fiscal years reported.

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

2024 $ 750,000 $ 2,934,775 $ 1,428,750 $ 93,071 $ 5,206,596

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(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.

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

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

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Our CEO Pay Ratio is based on the following methodology:

• 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.

• When we identified our median Team Member, we selected gross wages paid during fiscal 2024 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.

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11/14/2023 24,384 $ 188,001 (6)

$ 880,663 (7)

Jugmans 10/01/2023 $ 237,500 $ 475,000 $ 712,500 — — — —

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11/14/2023 6,095 $ 46,992 (6)

$ 267,399 (7)

Cohen 10/1/2023 $ 1,750,000 $ 1,750,000 $ 1,750,000 — — — —

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11/14/2023 10,058 $ 77,547 (6)

$ 437,811 (7)

Lisa VanRoekel

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11/14/2023 3,999 $ 30,832 (6)

$ 184,437 (7)

(1) These amounts represent the potential payouts under the fiscal 2024 Short-Term Incentive Compensation Plan.

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See “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2024 Executive Compensation Actions — Long-Term Incentives.

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

(3) Represents the estimated grant date fair value of the fiscal 2024 LTI 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.

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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.

(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.”

(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.”

(4) Represents the grant date fair value of the “bonus” units awarded with respect to the third tranche of the fiscal 2021 LTI awards based on Adjusted Net Income performance during fiscal 2023, as discussed in our 2023 Annual Report under “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2023 Executive Compensation Actions — Long-Term Incentives — Fiscal 2023 Actions — Third Year Performance of Fiscal 2021 Awards.”

(5) Represents the grant date fair value of the “bonus” units awarded with respect to the second tranche of the fiscal 2022 LTI awards based on Adjusted Net Income performance during fiscal 2023, as discussed in our 2023 Annual Report under “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2023 Executive Compensation Actions — Long-Term Incentives — Fiscal 2023 Actions — Second Year Performance of Fiscal 2022 Awards.”

(6) Represents the grant date fair value of the “bonus” units awarded with respect to the first tranche of the fiscal 2023 LTI awards based on Adjusted Net Income performance during fiscal 2023, as discussed in our 2023 Annual Report under “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2023 Executive Compensation Actions — Long-Term Incentives — Fiscal 2023 Actions — First Year Performance of Fiscal 2023 Awards.”

(7) Represents the aggregate grant date fair value of the third tranche of the fiscal 2022 LTI awards and the second tranche of the fiscal 2023 LTI awards.

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Outstanding Equity Awards at Fiscal Year-End

Name Award Date

Number of Shares or

Name Award Date Number of Shares or

Units of Stock

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Lisa VanRoekel

80,716 $ 665,907

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

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

The amounts shown (other than the fiscal 2023 amount for Mr.

The amounts shown (other than the fiscal 2024 and fiscal 2023 amounts for Mr.

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.

The fiscal 2023 amount for Mr.

Given represents the amount we reimburse Mr.

Given for a supplemental health policy in the U.K.

The fiscal 2024 and fiscal 2023 amounts for Mr.

Given represent the amount we reimbursed Mr.

Given for a supplemental health policy and other medical services in the U.K.

that, along with his U.K.

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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.

The fiscal 2023 amount for Mr.

Given represents the amount we paid for a rider to to the group term policy to provide Mr.

The fiscal 2024 and fiscal 2023 amounts for Mr.

Given represent the amount we paid for a rider to the group term policy to provide Mr.

Given with comparable benefits in the U.K.

(3) Includes Company contributions to the 401(k) plan and the Supplemental Executive Retirement Plan.

(4) Includes Company-reimbursed expenses related to immigration assistance and tax support services.

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:

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(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, 2024 ($11.21).

Powell was fully vested in his SERP account at September 30, 2023.

Powell is fully vested in his SERP account.

(3) Subject to the terms of the Change in Control Severance Plan.

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Director Compensation

Each non-employee director receives a basic annual retainer fee, with the Lead Independent Director, the chair of the Audit Committee and the chair of the People and Compensation Committee each receiving an additional amount.

During fiscal 2023 the basic annual retainer fee was $80,000, and additional amounts paid to the Lead Independent Director, the chair of the Audit Committee and the chair of the People and Compensation Committee were $40,000, $27,500 and $15,000, respectively.

Each non-employee director receives a basic annual retainer fee, with the Lead Independent Director, the chair of the Audit and Risk Committee and the chair of the People and Compensation Committee each receiving an additional amount.

During fiscal 2023 the basic annual retainer fee was $80,000, and additional amounts paid to the Lead Independent Director, the chair of the Audit and Risk Committee and the chair of the People and Compensation Committee were $40,000, $27,500 and $15,000, respectively.

Annual retainer fees are paid in cash on a quarterly basis.

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(1) Amounts represent the aggregate grant date fair value of restricted stock awards, computed in accordance with FASB ASC 718-10-25.

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

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

The actual value realized by the director with respect to stock awards will depend on the market value of our stock on the date the stock is sold.

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Equity Compensation Plans

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

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

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(1) Amount represents the number of shares available for issuance in the 2022 Long-Term Incentive Plan as of September 30, 2024.

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.

An additional 850,000 shares were added to the plan on October 30, 2024 to cover the fiscal 2025 LTI awards to be issued in November 2024 which will leave 280,927 shares for future issuances.

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.

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Austin, Texas 78746

4,295,279 (c) 7.85 % — — —

4,068,011 (d)

Vanguard Group Inc.

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Zena Srivatsa Arnold 125,721 * — — —

Given 642,454 (d) * — — —

Kulas 140,507 (e) *

Pablo Lagos Espinosa 215,102 *

Given 818,477 (e)

Kulas 158,545 (f)

Pablo Lagos Espinosa 213,140 (g)

Tillett 125,721 *

Jugmans 117,317 (f) * — — —

Jugmans 176,322 (h)

John Blair Powell, Jr.

167,539 (g) *

Lisa VanRoekel

74,222 (h) * — — —

Directors and executive officers as a group (14 persons)

5,179,716 (i) 9.47 % 2,970,171 100 % 100 %

5,625,444 (k)

10.33 % 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.

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(b) The number of shares and percentage reflect Class A Common Stock, inclusive of Class B Common Stock, shares of which are convertible to Class A Common Stock on a one-to-one basis.

(d) Includes 159,046 unvested restricted stock units expected to vest within 60 days of November 1, 2023.

(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.

(g) Includes 79,524 unvested restricted stock units expected to vest within 60 days of November 1, 2023.

(d) As of September 30, 2024 based on Form 13F.

(e) Includes 217,821 unvested restricted stock units expected to vest within 60 days of November 1, 2024.

(f) These shares are held by a revocable trust of which Mr, Kulas is a co-trustee.

(g) These shares are held by Lakeside Growth Enterprises, L.P., of which Mr.

Lagos is sole beneficial owner.

(h) Includes 77,184 unvested restricted stock units expected to vest within 60 days of November 1, 2024.

(i) Group includes those persons who were serving as directors and executive officers on November 1, 2023.

(i) Includes 125,722 unvested restricted stock units expected to vest within 60 days of November 1, 2024.

(j) Includes 54,970 unvested restricted stock units expected to vest within 60 days of November 1, 2024.

(k) Group includes those persons who were serving as directors and executive officers on November 1, 2024.

Number shown includes 663,305 unvested restricted stock units expected to vest within 60 days of November 1, 2024.

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The Board of Directors has adopted a written comprehensive policy for the review and evaluation of all related party transactions.

Under that policy, the Audit Committee is charged with the responsibility of (a) reviewing and evaluating all transactions, or proposed transactions, between the Company and a related person and (b) approving, ratifying, rescinding or taking other action with respect to each such transaction.

With respect to any specific transaction, the Audit Committee may, in its discretion, transfer its responsibilities to either the full Board of Directors or to any special committee of the Board of Directors designated and created for the purpose of reviewing, evaluating, approving or ratifying such transaction.

Under that policy, the Audit and Risk Committee is charged with the responsibility of (a) reviewing and evaluating all transactions, or proposed transactions, between the Company and a related person and (b) approving, ratifying, rescinding or taking other action with respect to each such transaction.

With respect to any specific transaction, the Audit and Risk Committee may, in its discretion, transfer its responsibilities to either the full Board of Directors or to any special committee of the Board of Directors designated and created for the purpose of reviewing, evaluating, approving or ratifying such transaction.

Employment arrangement with Nicholas Cohen

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The Company considers the employment relationship with Nicholas Cohen to be a related party transaction that is subject to the Company’s Policy for Review and Evaluation of Related Party Transactions.

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

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

Director Independence

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$ 1,912,000 $ 1,767,000

The Audit Committee has adopted a policy requiring its pre-approval of all fees to be paid to our independent audit firm, regardless of the type of service.

The Audit and Risk Committee has adopted a policy requiring its pre-approval of all fees to be paid to our independent audit firm, regardless of the type of service.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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10.8* Employment Contract, dated November 14, 2023, between EZCORP UK Limited and Lachlan P.

10-K 0-19424 10.8 November 15, 2023

EZCORP , Inc.

Insider Trading Policy , effectiv e Novemb er 5, 2024

21.1 List of Subsidiaries of EZCORP, Inc.

23.1 Consent of BDO USA, P.C.

, Independent Registered Public Accounting Firm

23.1 Consent of BDO USA, P.C., 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

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

E ZCORP, I nc.

Compensatio n Recovery Policy, effective August 1 , 202 3

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

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

What changed 10-K

Item 9A. Controls and Procedures