EZCORP INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. In connection with the preparation of this Annual Report on Form 10-K, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2024. We believe the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations, stockholders’ equity and cash flows as of the dates, and for the periods, presented in conformity with GAAP. Management’s Report on Internal Control Over Financial Reporting Management, under the supervision of the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of our internal control over financial reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, (c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization of management and the Board of Directors and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements. In connection with the preparation of this Annual Report on Form 10-K, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2024 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that assessment, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of September 30, 2024. Our internal control over financial reporting as of September 30, 2024 has been audited by our independent registered public accounting firm, as stated in their report appearing below. Changes in Internal Control Over Financial Reporting During the fourth quarter of fiscal 2024, 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. 70 Table of Contents Inherent Limitations on Internal Controls Notwithstanding the foregoing, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. Limitations inherent in any control system include the following: • Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes. • Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override. • The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. • Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. • The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. 71 Table of Contents Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors EZCORP, Inc. Rollingwood, Texas Opinion on Internal Control over Financial Reporting We have audited EZCORP, Inc.’s (the “Company’s”) internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024, based on the COSO criteria . We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of September 30, 2024 and 2023, 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, 2024, and the related notes and our report dated November 13, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ BDO USA, P.C. Dallas, Texas November 13, 2024 72 Table of Contents ITEM 9B. OTHER INFORMATION Insider Trading Arrangements 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 2024. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III 73 Table of Contents ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Board of Directors Set forth below are the names of the persons who, as of November 1, 2024, constituted our Board of Directors and their ages and committee assignments as of that date: Name Age Committees Matthew W. Appel 68 Audit and Risk, People and Compensation, Nominating (Chair), Lead Independent Director Zena Srivatsa Arnold 46 Audit and Risk, People and Compensation, Nominating Phillip E. Cohen (Executive Chairman) 77 — Lachlan P. Given 48 — Jason A. Kulas 54 — Pablo Lagos Espinosa 69 Audit and Risk, People and Compensation (Chair), Nominating Gary L. 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; should possess the requisite intelligence, education and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of our stockholders. The following are qualifications, experience and skills for Board members which are important to our business and its future: • Leadership Experience — Our directors should demonstrate extraordinary leadership qualities. Strong leaders bring vision, strategic agility, diverse and global perspectives and broad business insight to the company. They demonstrate practical management experience, skills for managing change and deep knowledge of industries, geographies and risk management strategies relevant to our business. They have experience in identifying and developing the current and future leaders of the company. • Finance Experience — We believe that all directors should possess an understanding of finance and related reporting processes. • Strategically Relevant Experience — Our directors should have business experience that is relevant to our strategic goals and objectives, including geographical and product expansion. We value experience in our high priority growth areas, including new or expanding geographies or customer segments and existing and new technologies; understanding of our business environments; and experience with, exposure to or reputation among a broad subset of our customer base. • Government Experience — Our business is subject to a variety of legislative and regulatory risks. Accordingly, we value experience in the legislative, judicial or regulatory branches of government or government relations. Board Diversity — The following table summarizes the gender and demographic diversity of our Board of Directors: Board Diversity Matrix (as of November 1, 2024) Total number of Directors 7 Female Male Gender Identity 1 14% 6 86% Demographic Background: Asian 1 14% Hispanic or Latinx 1 14% White 5 72% 74 Table of Contents Biographical Information — Set forth below is current biographical information about our directors, including the qualifications, experience and skills that make them suitable for service as a director. • Matthew W. Appel — Mr. Appel joined EZCORP as a director in January 2015. He is the Lead Independent Director (and, as such, serves as Chair of the Nominating Committee) and is a member of the Audit and Risk Committee and the People and Compensation Committee. Mr. Appel spent 37 years in finance, administration and operations roles with a variety of companies, most recently Zale Corporation, an NYSE listed jewelry retailer, where he served as Chief Financial Officer from May 2009 to May 2011 and Chief Administrative Officer from May 2011 to July 2014 and co-led the successful turnaround of the company. Prior to joining Zale, Mr. Appel was Chief Financial Officer of EXL Service Holdings, Inc., a NASDAQ listed business process solutions company (February 2007 to May 2009); spent four years (February 2003 to February 2007) at Electronic Data Systems Corporation, serving as Vice President, Finance and Administration BPO and Vice President, BPO Management; and held a variety of finance and operations roles from 1984 to 2003 at Tenneco Inc., Affiliated Computer Services, Inc. and PricewaterhouseCoopers. Mr. Appel began his professional career with Arthur Andersen & Company, working there from 1977 to 1984. He received an MBA in Accounting from the Rutgers University Graduate School of Business in 1977 and a Business Administration degree from Rutgers College in 1976. Mr. Appel is a Certified Public Accountant and a Certified Management Accountant. Director qualifications: leadership, chief financial officer and executive management experience; broad business and strategically relevant experience; retail management experience; financial experience, including accounting, tax and financial reporting; experience in developing growth strategies; personnel development. • Zena Srivatsa Arnold — Ms. Arnold has been a director since May 2019. She is a member of the Audit and Risk Committee, the People and Compensation Committee and the Nominating Committee. Ms. Arnold has over 20 years of experience in marketing, brand management, strategy development and business operations. 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. 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); General Manager, US Chromebooks (March 2018 to May 2019); Global Head of Marketing, Chromebooks and IoT (November 2016 to March 2018); Head of Americas Marketing, Google Play (April 2015 to October 2016); and Head of NA Marketing, Google Play (October 2013 to April 2015). Prior to joining Google, Ms. Arnold spent over nine years in various brand management positions with Kellogg Company (August 2010 to October 2013) and Procter & Gamble (April 2004 to August 2010). Ms. Arnold began her professional career at General Electric Corporation, where she served as Product Manager, Server Solutions for GE Capital IT Solutions (April 2002 to April 2004). Ms. Arnold received a Bachelor of Science degree in Computer Science, with a minor in Business Marketing, from The Ohio State University. She was recognized in 2014 as one of Brand Innovators “40 Under 40,” and has received numerous other professional awards and recognitions. Ms. Arnold also serves on the board of directors of Lancaster Colony Corporation (NASDAQ: LANC). Director qualifications: leadership, executive management experience; broad business and strategically relevant experience; experience in developing growth strategies. • Phillip E. Cohen — Mr. Cohen has been a member of the Board of Directors and the Executive Chairman since September 2019. He has been an owner of, and advisor to, the Company for over 30 years. He acquired the Company in 1989 and took it public in 1991 with an initial public offering of Class A Non-Voting Common Stock. Mr. Cohen has 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. (1980-1984), Morgan Schiff & Co., Inc. (1984-Present) and Madison Park LLC (2004 to Present). Mr. Cohen received a Bachelor of Commerce degree from the University of Melbourne and a Masters of Business Administration from Harvard University. Mr. Cohen is the sole stockholder of MS Pawn Corporation, which is the general partner of MS Pawn Limited Partnership, the owner of 100% of the outstanding shares of our Class B Voting Common Stock. Director qualifications: leadership; broad business and strategically relevant experience; retail management experience; financial experience; international experience and global perspective; industry knowledge; experience in developing growth strategies. Further, Mr. Cohen has deep knowledge of the Company and its opportunities and challenges spanning multiple economic cycles. 75 Table of Contents Lachlan P. Given — Mr. Given is our Chief Executive Officer and a director, having been appointed to that role, and elected to the Board of Directors, in March 2022, after serving as Co-Interim Chief Executive Officer since January 2022. From September 2020 to January 2022, he was Chief Strategy, M&A and Funding Officer, with responsibility for overseeing the Company’s strategic planning; mergers, acquisitions and strategic investments; and capital market and institutional funding activities. From September 2019 to September 2020, he was the Chief M&A and Strategic Funding Officer. He previously served on the Board of Directors from July 2014 to September 2019, holding the position of Non-Executive Chairman (July 2014 to August 2014), Executive Vice Chairman (August 2014 to February 2015) and Executive Chairman (February 2015 to September 2019). Before joining the Company as an executive, Mr. Given provided financial and advisory services to the Company through his own business and financial advisory firm and as a consultant to Madison Park LLC, which is wholly owned by Phillip E. Cohen, who is the beneficial owner of all of our Class B Voting Common Stock. Mr. Given is also a director of The Farm Journal Corporation, a 135+ year old pre-eminent U.S. agricultural media company; Senetas Corporation Limited (ASX: SEN), a developer and manufacturer of certified, defense-grade encryption solutions; CANSTAR Pty Ltd, an Australian financial services ratings and research firm; and Cash Converters International Limited (ASX: CCV). Mr. Given began his career working in the investment banking and equity capital markets divisions of Merrill Lynch in Hong Kong and Sydney, Australia, where he specialized in the origination and execution of a variety of M&A, equity, equity-linked and fixed income transactions. • Jason A. Kulas — Mr. 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 and Risk Committee and the Nominating Committee. Mr. Kulas resigned from the Board of Directors when he joined the Company as an executive in February 2020, and was reappointed to the Board in connection with his appointment as Chief Executive Officer. Prior to joining the Company as an executive, Mr. Kulas spent over 25 years in financial analysis, investment banking and executive-level finance and operations roles with a variety of companies, most recently Santander Consumer USA Inc., a NYSE-listed auto finance company, where he served as Chief Executive Officer and a director from 2015 to 2017, President from 2013 to 2015, Chief Financial Officer from 2007 to 2015 and a director from 2007 to 2012. Prior to joining Santander Consumer USA, Mr. Kulas was a Managing Director in Investment Banking with J.P. Morgan Chase & Co. (1995 to 2007), where he managed JPMorgan’s South Region investment banking office. He has also served as an Adjunct Professor of Marketing at Texas Christian University (1997 to 1999); Securities Analyst at William C. Connor Foundation – TCU Educational Investment Fund (1994 to 1995); and an intern and Financial Analyst at Dun & Bradstreet (1993 to 1995). Mr. Kulas received an MBA with a concentration in Finance and Marketing from Texas Christian University in 1995 and a Bachelor of Arts degree from Southern Methodist University in 1993. He 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. Director qualifications: leadership, chief executive officer, chief financial officer and executive management experience; broad business and strategically relevant experience; financial experience; experience in developing growth strategies; personnel development. • Pablo Lagos Espinosa — Mr. Lagos joined EZCORP as a director in October 2010. He is Chair of the People and Compensation Committee and a member of the Audit and Risk Committee and Nominating Committee. Mr. Lagos served as President and Chief Executive Officer of Pepsi Bottling Group Mexico from 2006 to 2008 and as its Chief Operating Officer from 2003 to 2006. He previously held various executive management positions with Pepsi Bottling Group, PepsiCo Inc., Unilever Mexico and PepsiCola International, Inc., concentrating exclusively in Latin America. Since his retirement in December 2008, Mr. Lagos has been an investor and consultant in various private business ventures and has served as a keynote speaker on organizational leadership and management. He currently serves as Chairman of the board of Casa del Parque, a privately held enterprise focused on developing senior living residences in Mexico. He is also a member of the Mexican Advisory Board for Niagara Waters, a leading manufacturer of bottled water in the U.S. and Mexico. He received a Bachelor of Science degree in Industrial & Systems Engineering from Instituto Technológico de Monterrey, Master of Science degrees in Industrial Engineering and Operations Research and an MBA from Stanford University. Director qualifications: leadership, chief executive officer and executive management experience in significant multi-national environments; deep understanding of strategically important geographies and international markets; risk management experience; financial experience; experience in developing, implementing and managing strategic plans, including international expansion; personnel development; legislative and government relations experience. 76 Table of Contents • Gary L. Tillett — Mr. 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. He spent 31 years at PricewaterhouseCoopers, where he progressed from entry-level staff to senior partner serving a variety of businesses in the Insurance Practice, the Transaction Services Practice and the U.S. Financial Services Practice. From 2005 to 2010, he was the Transactions Services Leader of the firm’s U.S. Financial Services Practice, leading a newly assembled team of professionals providing service to clients pursuing transactions in the financial services sector. At the time of his retirement from PwC in 2014, he was the Transaction Services Leader of the firm’s New York Metro Practice, where he led teams advising clients on complex transactions, including structuring, due diligence, valuation and financial reporting. Mr. Tillett left PwC in 2014 to take the role of Executive Vice President and Chief Financial Officer of Walter Investment Management Corp., then a publicly traded independent originator and servicer of residential mortgage loans. Walter Investment Management Corp. initiated Chapter 11 bankruptcy proceedings in November 2017 and successfully completed a financial restructuring plan in February 2018 and changed its name to Ditech Holding Corp. Mr. Tillett retired from his position in February 2018 after assisting with the development and execution of the financial restructuring plan. From January 2020 through June 2022, Mr. Tillett assisted a private mortgage servicing company in a financial consulting role. Mr. Tillett received an MBA from the Manchester Business School at the University of Manchester and a Bachelor of Science degree with an emphasis in Accounting from the University of Texas at Dallas. He is a Certified Public Accountant. Director qualifications: leadership, chief financial officer and executive management experience; broad business and strategically relevant experience; financial experience, including accounting, tax and financial reporting; personnel development. Executive Officers Set forth below are the name, age and position of each of the persons serving as our executive officers as of November 1, 2024: Name Age Title Phillip E. Cohen 77 Executive Chairman Lachlan P. Given 48 Chief Executive Officer Ellen Bryant 52 Chief Legal Officer and Secretary Timothy K. Jugmans 48 Chief Financial Officer John Blair Powell, Jr. 56 Chief Operating Officer Keith Robertson 60 Chief Information Officer Sunil Sajnani 44 Chief Audit and Loss Prevention Executive Nicole Swies 46 Chief Revenue Officer Lisa VanRoekel 55 Chief Human Resources Officer Set forth below is current biographical information about our executive officers, except for Mr. Cohen and Mr. Given, whose biographical information is included under “Board of Directors” above. Ellen Bryant — Ms. 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. Ms. 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. During her tenure with the Company, Ms. Bryant has been primarily responsible for legal support of the Company’s pawn segments, with experience in the U.S. and Mexico, mergers and acquisitions, financial services, compliance and general corporate matters. Prior to joining the Company, Ms. Bryant was a Staff Attorney with the Texas Automobile Dealers Association. She received a Bachelor of Arts degree from the University of Texas at Austin and a J.D. degree from the University of Houston Law Center and has been a member of the Texas State Bar since November 1998. 77 Table of Contents Timothy K. Jugmans — Mr. Jugmans serves as Chief Financial Officer, having been appointed to that role in May 2021. He served as Interim Chief Financial Officer from September 2020 to May 2021. Prior to that, he served as Vice President, Treasury and M&A since December 2016 and as a consultant to EZCORP performing similar duties since March 2015. From January 2015 to December 2016, Mr. Jugmans was a principal of Selene Partners Inc., a financial consulting firm providing strategic advice and other business services to a variety of clients, including the Company and Morgan Schiff & Co., Inc. He served as the Chief Financial Officer of Morgan Schiff from April 2013 to December 2014, and was Chief Financial Officer of ShippingEasy, Inc. from July 2011 to April 2013. From April 2005 to June 2012, Mr. Jugmans was a Corporate Advisor at Lexicon Partners Pty Limited, an independent corporate advisory and consulting firm based in Sydney, Australia. He served in various analyst and senior analyst positions at boutique investment banks for seven years prior to that. Mr. Jugmans received a Bachelor of Business degree with a major in Finance and a minor in Mathematics from the University of Technology in Sydney. He serves as non-executive Chairman of the Board of Cash Converters International Limited (ASX:CCV), having been appointed to that position in April 2022. From April 2015 to April 2021, he served as a non-executive board member and Chairman of Ratecity Pty Ltd., which operates one of Australia’s leading financial comparison sites. John Blair Powell, Jr. — Mr. Powell serves as Chief Operating Officer and has responsibility for store-level operations for all of the Company’s locations worldwide. He joined EZCORP in 1989 as a pawnbroker in Houston, Texas, and during his 30+-year tenure at EZCORP, has held all field level positions, from store level to multi-unit management positions, including Regional Director of Operations. He moved into Operations at the Corporate Support Center in 2000 and was our top Operations Administration executive for the 13 years, most recently serving as Chief Customer Service Officer for Global Pawn. Mr. Powell was named President, US Pawn in September 2020 and was promoted to President, Global Pawn in October 2021. He served as Co-Interim Chief Executive Officer from January 2022 to March 2022, when he was appointed Chief Operating Officer. Keith Robertson — Mr. Robertson is our Chief Information Officer. He joined the Company in October 2018 as Senior Vice President, Global IT and New Ventures, and was promoted to his current position in November 2019. Prior to joining the Company, he spent seven years at AIG, working on a global transformation of the IT systems, facilities and workforce. From 1989 until 2011, Mr. Robertson worked at EDS/HP, last serving as the Chief Operating Officer for the Financial Services division, where he led IT programs supporting Bank of America, American Express, State Farm and others. Mr. Robertson grew up in Scotland and attended Heriot-Watt University in Edinburgh, where he graduated with an Honors degree in Electrical and Electronic Engineering. Sunil Sajnani — Mr. Sajnani joined the Company in April 2020 and serves as Chief Audit and Loss Prevention Executive. Prior to joining the Company, he spent six years at Santander Consumer USA in multiple leadership roles, initially as Chief Audit Executive and most recently as Executive Vice President, Head of Digital, Direct to Consumer and Service for Others. Prior to Santander Consumer, Mr. Sajnani held a variety of management positions at Conn’s, Inc., most recently serving as the Head of Internal Audit, Enterprise Risk Management and Regulatory Compliance. He began his career with PricewaterhouseCoopers in Transaction Advisory Services, mainly serving large banks and specialty finance institutions. Mr. Sajnani received a bachelor’s degree in Financial Economics from the University of Michigan at Ann Arbor and a master’s degree in accounting from Eastern Michigan University. He is a Certified Public Accountant and a Certified Regulatory Compliance Manager. Nicole Swies — Ms. Swies is our Chief Revenue Officer, responsible for global operations administration and earning assets. Ms. Swies joined EZCORP in November 2002 as a Financial Analyst and has worked in various finance and analytics positions primarily supporting operations in the U.S. and Latin America pawn segments and the legacy Financial Services businesses. She served as Chief Revenue and Operations Officer, with additional responsibility for digital initiatives and marketing, from September 2020 to March 2022, when her title was changed to Chief Revenue Officer. Ms. Swies is a member of the Community Advisory Council for the Ronald McDonald House Charities of Central Texas and serves on the finance committee of ConnectHer, a global non-profit organization dedicated to improving the lives of women and girls through projects, stories and film. She earned her Bachelor of Business Administration in finance from the University of Texas at Austin. Lisa VanRoekel — Ms. VanRoekel is the Chief Human Resources Officer, having joined the Company in January 2021. In March 2022, she was assigned the additional responsibility of overseeing the Company’s Real Estate and Facilities team. Prior to joining the Company, Ms. VanRoekel spent 19 years in expanding roles with Grupo Santander, one of the world’s largest international banks serving over 100 million customers with 187,000 employees. As an expert leading cultural change and innovative large-scale organizational transformation, Ms. VanRoekel led the Human Resources functions at Santander Digital (USA, Spain and UK), Santander Consumer USA and Santander Bank, N.A. Her most recent role with Grupo Santander was Group Vice President: Human Resources at Santander Digital, where she was responsible for successfully building digital and innovation talent across the U.S., Europe and Latin America. Prior to joining Grupo Santander, she was Director of Human Resources at Allied Riser Communications. Ms. VanRoekel holds B.S. and M.S. degrees in Journalism from Texas A & M Commerce (formerly East Texas State University). Section 16(a) Beneficial Ownership Reporting Compliance 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. 78 Table of Contents Code of Conduct We maintain a Code of Conduct that is applicable to all of our Team Members, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. That Code of Conduct, which satisfies the requirements of a “code of ethics” under applicable SEC rules, contains written standards that are designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; full, fair, accurate, timely and understandable public disclosures and communications, including financial reporting; compliance with applicable laws, rules and regulations; prompt internal reporting of violations of the code and accountability for adherence to the code. A copy of the Code of Conduct is posted in the Investor Relations section of on our website at www.ezcorp.com We will post any waivers of the Code of Conduct, or amendments thereto, that are applicable to our Chief Executive Officer, 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 Controlled Company Exemptions — The Nasdaq Listing Rules contain several corporate governance requirements for Nasdaq-listed companies. These requirements generally relate to the composition of the board and its committees. For example, the rules require the following: • A majority of the directors must be independent (Rule 5605(b)(1)); • The audit committee must have 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)); and • Director nominations must be selected, or recommended for the board’s selection, by either (1) a majority of the independent directors or (2) a nominations committee comprised solely of independent directors (Rule 5605(e)). Rule 5615(c)(2), however, provides that a “Controlled Company” is exempt from the requirement to have a majority of independent directors and from the requirements to have independent director oversight over executive compensation and director nominations. The Listing Rules define a “Controlled Company” as a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. EZCORP is a “Controlled Company” within this meaning by virtue of the fact that 100% of the outstanding Class B Voting Common Stock (the only class of voting securities outstanding) is held of record solely by MS Pawn Limited Partnership and beneficially by Phillip E. Cohen. The Company has relied on the Controlled Company exemptions in the past, but is not currently relying on such exemptions. The controlling shareholder or the Board may implement changes in the future that would again require the Company to rely on the Controlled Company exemptions under the Nasdaq Listing Rules. Committees of the Board of Directors — The Board of Directors maintains the following committees to assist it in its oversight responsibilities. The current membership of each committee is indicated in the list of directors set forth under “Board of Directors” above. • 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; reviewing the scope and results of the audit plans of our independent and internal auditors; reviewing the objectivity, effectiveness and resources of the internal audit function; and appraising our financial reporting activities and the accounting standards and principles followed. The Audit 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. 79 Table of Contents 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 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. Appel are “financial experts” within the meaning of the current rules of the SEC. • People and Compensation Committee — The People and Compensation Committee has the primary responsibility of reviewing, analyzing and (as appropriate) approving, on behalf of the Board, executive compensation and organizational development matters and otherwise assisting the Board in its overall responsibility to enable the Company to attract, retain, develop and motivate qualified executives and employees who will contribute to our long-term success. Specific responsibilities and duties include assisting management and the Board in identifying, developing and evaluating potential candidates for senior executive positions; overseeing the development of succession plans for senior executive positions; reviewing and approving (or recommending, as appropriate) amounts and types of compensation to be paid to our executive officers; reviewing and recommending to the full Board the amount and type of compensation to be paid to our non-employee directors; reviewing and recommending to the full Board all equity compensation to be paid to our Team Members (including the executive officers); and advising management with respect to the quality of the workforce to carry out our strategic goals. The People and Compensation Committee is comprised entirely of directors who satisfy the standards of independence described under “Part III, Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence.” • Nominating Committee — The Nominating Committee assists the Board with respect to the selection and nomination of candidates for election or appointment to the Board, including making recommendations to the Board regarding the size and composition of the Board and its committees; recommending to the Board the qualifications needed or required of Board members; identifying and evaluating qualified individuals to become Board members; making recommendations to the full Board regarding the nomination of appropriate candidates; and assessing and monitoring each continuing and prospective director’s independence and qualification to serve on the Board and its committees. The Nominating Committee is comprised entirely of directors who satisfy the standards of independence described under “Part III, Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence.” Each of 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. Our bylaws currently require the unanimous attendance of all directors in order for a quorum to be present at a meeting of the Board of Directors. In addition to the number of official Board meetings noted below, the Board of Directors also held five other meetings that were not considered official meetings of the Board due to the absence of a quorum. All directors attended at least 75% of the meetings of the Board and of the committees on which they served. Fiscal 2024 Meetings Held Action by Unanimous Written Consent Board of Directors 7 7 Audit and Risk Committee 4 — People and Compensation Committee 6 2 Nominating Committee — 1 In addition, during fiscal 2022, the Board of Directors formed and commissioned a “Share Buyback Committee,” consisting of Mr. Appel, Mr. Given, Mr. Kulas and Mr. Tillett, for the purpose of reviewing and approving the Company’s share repurchase plans. That committee met a total of four times during fiscal 2024. 80 Table of Contents ITEM 11. EXECUTIVE COMPENSATION Compensation Discussion and Analysis This Compensation Discussion and Analysis describes our compensation practices and the executive compensation policies, decisions and actions of the People and Compensation Committee of our Board of Directors (the “Committee”). It focuses specifically on compensation earned during fiscal 2024 by the following individuals, referred to as our Named Executive Officers. Name Position Lachlan P. Given Chief Executive Officer Timothy K. Jugmans Chief Financial Officer Philip E. Cohen Executive Chairman John Blair Powell, Jr. Chief Operating Officer Lisa VanRoekel Chief Human Resources Officer Executive Compensation Philosophy and Program Design Philosophy and Goals — We have designed our executive compensation program to accomplish the following primary goals: Attract and retain high performers • Compensation is competitive to attract and retain high performers • When performance objectives are achieved, resulting pay is competitive with market • When performance is outstanding and exceeds performance objectives, resulting pay is positioned above, and potentially near the top of, the market Pay for performance • The majority of compensation is performance-based (short-and long-term) • These performance-based incentives are tied to the achievement of financial and strategic objectives, recognizing company-wide and individual performance Shareholder alignment • The value of equity awards is dependent on our stock performance and the achievement of objective financial goals • Equity incentives will have the greatest weight in the mix of variable compensation for executives Long-term commitment • Equity incentive awards vest over multiple years to align executives with the investment horizon of long-term shareholders • After vesting, executives are subject to stock ownership requirements These principles are reflected in the following best-practice features of our executive compensation program: What We Do What We Don’t Do þ Emphasize performance-based variable pay ý Generally, no single trigger change-in-control payments þ Link significant portion of equity incentive grants to performance goals ý No significant perquisites þ Require stock retention by executives and directors ý No hedging or pledging of Company stock þ Perform annual risk assessments þ Retain an independent compensation consultant þ Maintain an incentive clawback policy 81 Table of Contents Compensation Components — “Total direct” compensation is composed of four principal components, each one contributing to the accomplishment of our compensation program goals: Compensation Component Description Attract and Retain Pay for Performance Shareholder Alignment Long-term Commitment Base salary A market-competitive salary to provide a fixed annual cash income ü Short-term incentives Annual cash incentive opportunity tied to an assessment of annual corporate and business unit financial performance, as well as individual contributions ü ü ü Long-term incentives Equity incentive grants with vesting tied to achievement of earnings-based goals and continued employment ü ü ü ü Executive retirement (US only) Annual retirement plan contributions that vest over three years ü ü The Committee reviews the executive pay mix on an annual basis. The Committee does not target a fixed percentage allocation among the compensation components, but rather aims to provide the majority of executive officer compensation opportunities in the form of at-risk incentive compensation. Benchmarking and Peer Group Data To attract and retain the best executives for key management positions, we provide compensation opportunities that are competitive based on peer group and survey data. We do not target any specific pay percentile for our executive officers. It is important to note, however, that the majority of pay opportunities for our top executives are incentive-based and that actual realizable compensation is heavily dependent upon actual business results. See “Executive Compensation Philosophy and Program Design” above. Failure to achieve targeted results could result in realized compensation being below the competitive benchmarks. Conversely, our incentive compensation programs provide opportunities for compensation to exceed the competitive benchmarks if specified objectives are achieved at targeted levels or higher. The Committee believes that actual realizable compensation for our top executives is well aligned with our performance. The Committee asks its independent compensation consultant to conduct an annual competitive compensation review to benchmark compensation for executive officers. Mercer (US) Inc. (“Mercer”), the Committee’s independent compensation consultant, delivered its Fiscal 2024 Executive Compensation Competitive Market Assessment (the “FY24 Mercer Executive Compensation Report”) to the Committee in August 2023 in connection with the Committee’s review and evaluation of the executive compensation program and pay levels for fiscal 2024. For that report, Mercer collected competitive pay data for a peer group of 14 publicly traded companies that were reviewed and approved by the Committee in May 2023. There is only one publicly traded company in the marketplace with which we directly compete, FirstCash Holdings, Inc. As a result, the Committee uses a set of similarly-sized companies from relevant industries that serve similar customer bases, operate in the retail or consumer finance industries and typically have similar operating dynamics as the Company. The Committee believes this approach appropriately reflects the diverse labor market for executive talent in which we compete and presents a reasonable reference for evaluating the competitiveness of our executive compensation levels and practices. 82 Table of Contents The fiscal 2024 peer group consisted of the following companies: Peer Company Stock Symbol Primary Business The Aaron's Company, Inc. AAN Homefurnishing Retail The Cato Corporation CATO Apparel Retail Conn's, Inc. CONN Computer and Electronics Retail CURO Group Holdings Corp. CURO Consumer Finance Enova International, Inc. ENVA Consumer Finance FirstCash Holdings, Inc. FCFS Consumer Finance — Pawn Operator Green Dot Corporation GDOT Consumer Finance LendingClub Corporation LC Consumer Finance LendingTree, Inc. TREE Consumer Finance MoneyGram International, Inc. MGI Data Processing and Outsourced Services — Fintech Oportun Financial Corporation OPRT Consumer Finance PRA Group, Inc. PRAA Consumer Finance Regional Management Corp. RM Consumer Finance World Acceptance Corporation WRLD Consumer Finance 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. 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 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 Our executive compensation program consists of four main elements: base salaries, short-term cash incentive opportunities, long-term incentive opportunities (generally paid in the form of equity awards) and other benefits, including healthcare and retirement. Each of these components is discussed in more detail below, along with the compensation actions that were taken during fiscal 2024. Base Salary Our primary objective with respect to base salary levels is to provide sufficient fixed cash income to attract and retain experienced leaders in a competitive market. The base salaries of our executive officers are reviewed and adjusted (if appropriate) annually to reflect, among other things, individual performance, review of market data, experience in role, macro-economic conditions and internal equity. 83 Table of Contents The following table shows, for each Named Executive Officer, the base salaries that were in effect for fiscal 2024 and 2023: Named Executive Officer Fiscal 2024 Base Salary Fiscal 2023 Base Salary Increase Lachlan P. Given $ 750,000 $ 750,000 0% Timothy K. Jugmans $ 475,000 $ 450,000 6% Philip E. Cohen $ 1,500,000 $ 1,500,000 0% John Blair Powell, Jr. $ 600,000 $ 550,000 9% Lisa VanRoekel $ 410,000 $ 410,000 0% In October 2024, the Committee determined that the fiscal 2025 base salaries for the Named Executive Officers would be as follows: Mr,. Given, $750,000 (no increase); Mr. Jugmans, $500,000 (5.3% increase); Mr. Coh en, $1,500,000 (no increase); Mr. Powell, $600,000 (no increase); and Ms. VanRoekel, $410,000 (no increase). Annual Short-Term Incentive Our executive officers, as well as other key Team Members, are eligible to participate in our annual short-term incentive (“STI”) plan. The plan is designed to provide financial reward contingent on achievement of annual corporate and business unit financial results, as well as personal objectives tied to our strategic goals. 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. 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. • 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. 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. • 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 Company Performance Gate was set at 85% of the consolidated performance goal. • The Committee retained discretionary authority to make adjustments to the reported EBITDA as it, in its sole discretion, determined to be necessary, appropriate or desirable to take into consideration special events or other circumstances reasonably beyond management’s control (referred to as “Adjusted EBITDA”). • Each participant’s bonus amount was funded out of their assigned pool based on an evaluation of their individual performance against objectives specified at the beginning of the year. For all participants other than the executive officers, the final bonus amounts were determined by management. For the executive officers (other than the CEO), the final bonus amounts were recommended by the CEO and approved by the Committee. The final bonus amount for the CEO was determined by the Committee. 84 Table of Contents The following table sets forth the fiscal 2024 STI target amount for each of the Named Executive Officers: Named Executive Officer (1) Fiscal 2024 STI Target Amount Target Amount as % of Base Salary Lachlan P. Given $ 1,125,000 150% Timothy K. Jugmans $ 475,000 100% John Blair Powell, Jr. $ 600,000 100% Lisa VanRoekel $ 246,000 60% (1) Mr. Cohen, in his role as Executive Chairman, is not a participant in the STI plan, but is subject to a separate incentive opportunity specified in the terms of his employment. Pursuant to those terms, he had the opportunity to earn an incentive award of up to $1,750,000. See “Executive Chairman Incentive Award” below. 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. All of the Named Executive Officers were assigned to the Consolidated Executive Officer pool. During fis cal 2024, th e Company achieved 109% 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 fis cal 2024, w hich included: • Strengthening our core pawn business; • Driving cost efficiency; • Improving our Team Member experience; • Improving and expanding our customer engagement through innovation and growth; • Modernizing our IT and data management systems; • Enhancing and maintaining our culture of risk management and compliance; and • 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 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: Named Executive Officer (1) Target Amount STI Payout Percent of Target Awarded Lachlan P. Given $ 1,125,000 $ 1,428,750 127% Timothy K. Jugmans $ 475,000 $ 603,250 127% John Blair Powell, Jr. $ 600,000 $ 762,000 127% Lisa VanRoekel $ 246,000 $ 312,420 127% (1) Mr. Cohen’s bonus payout was calculated as described below under “Executive Chairman Incentive Award.” 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: Mr. Given, $1,125,000; Mr. Jugmans, $500,000; Mr. Powell, $600,000; and Ms. VanRoekel, $246,000. Long-Term Incentives General — Long-term incentive (“LTI”) compensation, in the form of equity awards, is a key component in our executive compensation program, helping to encourage long-term commitment, shareholder alignment and long-term performance orientation. The value of equity awards over time bears a direct relationship to the price of our stock and the gain or loss experienced by our stockholders. 85 Table of Contents All of our executive officers are eligible to receive LTI awards. We structure our LTI compensation program to place greater emphasis on long-term performance that enhances stockholder value. 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. 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. Grant frequency — Although LTI awards may be made at any time as determined by the Committee and approved by the Board, the Committee generally considers new LTI grants for executive officers and other key employees on an annual basis. Given that these annual LTI awards are intended to incentivize performance over the full designated performance period, the Committee considers it appropriate to use the stock price at the beginning of the performance period in determining the number of shares or units to be granted. In the Committee’s view, this methodology, consistently applied, neutralizes the stock price as a factor impacting the timing of awards. Fiscal 2024 Actions — For fiscal 2024, the Committee took the following actions regarding LTI awards: • 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. The following table shows the fiscal 2024 LTI awards for the Named Executive Officers (other than Mr. Cohen, who is subject to a separate incentive program and is not eligible for LTI awards): Named Executive Officer Fiscal 2024 LTI Target Amount Number of Units Lachlan P. Given $ 2,600,000 315,151 Timothy K. Jugmans $ 700,000 84,848 John Blair Powell, Jr. $ 1,200,000 145,454 Lisa VanRoekel $ 350,000 42,424 The awards took the form of restricted stock units with the following terms: • Performance will be measured over a three-year performance period (fiscal 2024, fiscal 2025 and fiscal 2026). • 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; 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. • 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. • The number of performance-based units (whether annual or cumulative) that will be available to vest at the end of the performance period will range from 50% (assuming minimum threshold performance is achieved) and 150%, depending on the level of performance target achievement. There is no “bonus” unit opportunity for the time-based units, and they will vest at 100% only if the continuous active employment condition is met; otherwise, they will be forfeited. The Committee believes 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 aligns the Company’s equity awards with market comparables. 86 Table of Contents • 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, 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: 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. The basic design of the fiscal 2023 awards is substantially similar to the fiscal 2024 awards discussed above, except that the three-year performance period consists of fiscal 2023, fiscal 2024 and fiscal 2025. 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 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. Given (including 17,120 “bonus” units); 17,250 units for Mr. Jugmans (including 4,280 “bonus” units); 28,463 units for Mr. Powell (including 7,062 “bonus” units); and 11,316 units for Ms. VanRoekel (including 2,807 “bonus” units). • 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. Given (including 20,799 “bonus” units); 22,568 units for Mr. Jugmans (including 5,599 “bonus” units); 38,689 units for Mr. Powell (including 9,599 “bonus” units); and 11,283 units for Ms. VanRoekel (including 2,799 “bonus” units). • Grant of fiscal 2025 Awards — In October 2024, the Committee approved the plan design for the fiscal 2025 LTI awards. The approved design is substantially identical to the fiscal 2024 awards described above, except that the three-year performance period covers fiscal 2025, fiscal 2026 and fiscal 2027. The fiscal 2025 LTI awards were granted in November 2024 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 $11.21, the closing trading price of our Class A Non-Voting Common Stock on September 30, 2024. The following table shows the fiscal 2025 LTI awards for the Named Executive Officers (other than Mr. Cohen, who is subject to a separate incentive program and is not eligible for LTI awards): Named Executive Officer (1) Fiscal 2025 LTI Target Amount Number of Units Lachlan P. Given $ 3,000,000 267,618 Timothy K. Jugmans $ 900,000 80,285 John Blair Powell, Jr. $ 1,200,000 107,047 Lisa VanRoekel $ 400,000 35,682 (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 $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 41st percentile and 43rd percentile, respectively, for Mr. Given; at the 43rd percentile and 45th percentile, respectively, for Mr. Jugmans; 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. 87 Table of Contents Executive Chairman Incentive Award As Executive Chairman, Mr. 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. • Vesting — The awarded Units vest at the end of the Performance Year so long as the “Company Performance Gate” under the Company’s STI plan for the Performance Year has been achieved. The Company Performance Gate is the level of performance (generally measured in terms of Adjusted EBITDA) needed to achieve any payout under the STI plan. Even if the Company Performance Gate is achieved, the Committee in its discretion may reduce the number of Units that vest based upon the Committee’s evaluation of Mr. Cohen’s achievement of individual performance objectives. Conversely, if the Company Performance Gate is not achieved, the Committee in its discretion may choose to vest some or all of the Units based an evaluation of Mr. Cohen’s achievement of individual performance objectives. • Payout — The vested Units will be paid out in two installments. The first installment will be paid as soon as practicable after the end of the Performance Year and will be an amount of cash equal to 50% of the vested Units multiplied by the stock price at the end of the Performance Year. The second installment will be paid out at the end of the next fiscal year and will be an amount of cash equal to 50% of the vested Units multiplied by the stock price at that time. At the beginning of fiscal 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. In September 2024, the Committee reviewed and evaluated Mr. Cohen’s individual performance during fiscal 2024, noting Mr. Cohen’s valuable contributions in key strategic areas, including the following: • Providing leadership and mentorship to the CEO, COO and CFO; • 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 de novo developments; • Providing counsel and operational guidance to improve store-level performance and Team Member engagement; and • 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 2024 STI plan has been achieved. See “Annual Short-Term Incentive” above. Consequently, and taking into consideration the Committee’s evaluation of Mr. Cohen’s individual performance, the Committee approved the vesting of 100% of the FY24 Units. Under the terms of Mr. Cohen’s incentive opportunity, 50% of those Units (or 106,060 Units) will be paid out on a per-Unit value of $11.21 (the closing trading price of our Class A Common Stock on September 30, 2024), translating to a cash payout of $1,188,933. 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 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. The FY25 Units will be subject to the vesting and payout terms described above. Supplemental Executive Retirement Plan We provide selected executives with a non-qualified Supplemental Executive Retirement Plan (“SERP”) to offer a competitive benefit and to assist in offsetting potential impacts of contribution limitations applicable to our 401(k) retirement savings plan. For fiscal 2024, the Committee approved SERP contributions for each of the executive officers equal to 10% of base salary. This resulted in the following SERP contributions for each of the Named Executive Officers (other than Mr. Cohen who is not eligible for SERP contributions): Named Executive Officer Fiscal 2024 SERP Contribution Lachlan P. Given $ 75,000 Timothy K. Jugmans $ 47,500 John Blair Powell, Jr. $ 60,000 Lisa VanRoekel $ 41,000 88 Table of Contents 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. Cohen). For the Named Executive Officers, those contributions were $75,000 for Mr. Given, $50,000 for Mr. Jugmans, $60,000 for Mr. Powell and $41,000 for Ms. VanRoekel. Other Benefits and Perquisites The executive officers participate in other benefit plans on the same terms as other Team Members. These plans include medical, dental, life insurance and our 401(k) retirement savings plan. In addition, we provide supplemental healthcare benefits to our executive officers. The amount of that benefit for the Named Executive Officers is included in the “All Other Compensation” column of the Summary Compensation Table below. Executive Compensation Governance and Process Composition of the People and Compensation Committee The People and Compensation Committee is comprised of four members — Mr. Lagos (Chair), Mr. Appel, Ms. Arnold and Mr. Tillett — each of whom is an independent director. See “Part III, Item 10 — Directors, Executive Officers and Corporate Governance — Board of Directors.” Role of the Committee The Board of Directors has authorized the Committee to establish the compensation programs for all executive officers and to provide oversight for compliance with our compensation philosophy. The Committee delegates the day-to-day administration of the compensation plans to management and retains responsibility for ensuring that the plan administration is consistent with our policies. Annually, the Committee sets the compensation for our executive officers, including objectives and awards under incentive plans (subject to approval of LTI awards by the Board of Directors). The Committee also reviews all other proposed LTI awards and makes recommendations to the Board of Directors on proposed LTI awards and the appropriate compensation for the non-employee directors. The Committee also oversees the Company’s human capital management (HCM) strategy, policies and activities, including succession planning and corresponding individual development in order to maintain the talent necessary to fulfill our operational and strategic objectives; diversity and inclusion initiatives; Team Member engagement; and assessing the overall effectiveness of our HCM programs. For more information on the Committee's role, see “Part III, Item 10 — Directors, Executive Officers and Corporate Governance — Corporate Governance — Committees of the Board — People and Compensation Committee,” as well as the Committee's charter, which can be found in the Investor Relations section of our website at www.ezcorp.com. Role of Management The Committee receives data regarding compensation trends, succession plans, issues and recommendations from management. Members of management, including the Chief Executive Officer, Chief Human Resources Officer and Chief Legal Officer, attend Committee meetings at the invitation of the Committee. In addition, our Chief Executive Officer provides input on individual performance and recommendations regarding compensation adjustments to the Committee for executive officer positions other than his own. Role of the Independent Compensation Consultant Under its charter, the Committee has sole authority to retain, terminate, obtain advice from, oversee and compensate its outside advisors, including its compensation consultant. We have provided appropriate funding to the Committee to do so. Since March 2020, the Committee has retained Mercer as its independent compensation consultant. The Committee’s independent compensation consultant reports directly to the Committee, and the Committee may replace its independent compensation consultant or hire additional consultants at any time. The Committee’s independent compensation consultant communicates with, and attends meetings of, the Committee as requested. The Committee annually evaluates the independence of its independent compensation consultant in providing executive compensation consulting services, and to date has found no conflict of interest with respect to Mercer. During fiscal 2024, Mercer, among other things, advised the Committee on the principal aspects of our executive compensation program, updated the Committee on evolving best practices and provided market information and analysis regarding the competitiveness of our program design and award values. Compensation Risk The Committee continually monitors our general compensation practices, specifically the design, administration and assessment of our incentive plans, to identify any components, measurement factors or potential outcomes that might create an incentive for excessive risk- 89 Table of Contents taking detrimental to the Company. The Committee has determined that our compensation plans and policies do not encourage excessive risk-taking. Our executive compensation program provides a balance of short-term and long-term incentives that reward achievement of profitable, consistent and sustainable results. These include: • Annual incentive compensation tied to achievement of profitable Company or business unit performance (as measured by consolidated and/or business unit EBITDA); • Meaningful long-term equity incentive opportunities that are substantially performance-based and provide an incentive to deliver long-term growth in stockholder value as a result of sustained earnings growth. We maintain the following policies to mitigate compensation risk: • Compensation Recovery Policy — The Board of Directors has adopted a Compensation Recovery Policy that complies with the requirements of the Nasdaq Listing Rules. 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. “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 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. For purposes of the policy, a “derivative security” is any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege at a price related to our stock, or similar securities with a value derived from the value of our stock; and a “short sale” is any sale of stock that the seller does not own or any sale that is consummated by the delivery of stock borrowed by, or for the account of, the seller. The Board believes that this policy, by preventing the shifting of the risks of ownership of Company stock, helps to align the interests of management with the interests of the other Company stockholders. • Executive Share Retention Policy — The Board of Directors has adopted stock ownership requirements applicable to the members of the Board of Directors and the executive officers. Pursuant to those requirements, each non-executive member of the Board of Directors and each executive officer is required to hold a number of shares of Class A Non-Voting Common Stock having a market value equal to the applicable “Required Multiple” of the annual retainer fee (in the case of the non-executive directors) or base salary (in the case of the executive officers). The Required Multiple is 4X for the non-executive directors and the CEO, 2X for the Executive Chairman and 1X for the other executive officers. Each person subject to the stock ownership requirements is required to hold at least 50% (in the case of the non-executive directors) or 30% (in the case of the executive officers) of each vesting of restricted stock or restricted stock units until the required stock ownership amount is satisfied. Thereafter, such person can sell shares (subject to our trading window policy) as long as the required stock ownership amount is maintained. Because each share of Class B Voting Common Stock is convertible into a share of Class A Non-Voting Common Stock, the shares of Class B Voting Common Stock held by Mr. Cohen are treated as the equivalent number of shares of Class A Non-Voting Common Stock for purposes of applying the stock ownership requirements. All directors and executive officers are currently in compliance with the stock ownership requirements. 90 Table of Contents Other Executive Compensation Matters Change in Control Severance Plan — The executive officers (other than Mr. 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. A participant in the CIC Severance Plan is entitled to receive certain severance benefits if both of the following events occur (a “double trigger”): The Company experiences a change in control and the executive’s employment is terminated within two years thereafter. The severance benefits include a cash payment equal to (1) a multiple of the participant’s annual base salary and target STI bonus plus (2) the participant’s prorated target bonus for the year in which the termination occurs. In addition, the Company will provide continued healthcare benefits for a number of years equal to the applicable multiple. The multiple referred to varies by executive officer, with the CEO, COO and CFO having multiples of 2.0 and the remaining executive officer participants having multiples of 1.5. 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. Generally, for purposes of the CIC Severance Plan, a change in control will be deemed to have occurred if a person or group acquires beneficial ownership of 50% or more of the combined voting power of the outstanding Company securities, either directly or through consummation of a business combination; provided, however, that any acquisition or beneficial ownership of voting securities by, or a transfer of voting securities to, Mr. Cohen, any of his heirs or any entity that is owned or controlled by Mr. Cohen or any of his heirs, shall not constitute a change in control. The foregoing is 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. Cohen): • Unless severance benefits under the CIC Severance Plan are triggered, each of our executive officers will receive one year’s base salary (as a lump sum or in the form of salary continuation) if their employment is terminated by the Company without cause. • Generally, restricted stock and restricted stock unit awards, including those granted to the executive officers, provide for accelerated vesting of some or all of the unvested shares or units in the event of the holder's death or disability. More information on severance arrangements can be found under “Other Benefit Plans — Certain Termination Benefits” below. The Committee believes that these benefits provide important protection to the executive officers, are consistent with practice of the peer companies and are appropriate for attraction and retention of executive talent. Restrictive Covenant Agreements — Each of our executive officers (other than Mr. Cohen), along with other key Team Members, has entered into a Restrictive Covenant Agreement under which the executive is subject to confidentiality and non-disclosure obligations with respect to various categories of proprietary, competitively sensitive and confidential information. In addition, each such executive has agreed that, for a period of one year following the termination of employment with the Company, they will not compete with the Compan y (within a defined area) and will not solicit the Company's Team Members or suppliers. Employment Contract for Mr. Given — On November 14, 2023, we entered into an Employment Contract with Mr. Given, our Chief Executive Officer, who resides in London, England. The Employment Contract was entered into to comply with U.K. employment laws and is not intended to alter the fundamental elements of Mr. Given’s employment relationship, including the compensatory arrangement as reflected in this Compensation Discussion and Analysis. The terms of the Employment Contract mirror as close as possible the terms of Mr. Given’s pre-existing U.S. employment, although certain modifications were necessary to adapt to a U.K. employment environment, particularly with regards to healthcare and other benefits. All compensation received by Mr. 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 The Compensation Committee has reviewed the foregoing Compensation Discussion and Analysis and has discussed it with management. Based on that review and those discussions, the Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. Pablo Lagos Espinosa, Chair Matthew W. Appel Zena Srivatsa Arnold Gary L. Tillett 91 Table of Contents Compensation Committee Interlocks and Insider Participation None of the persons who served as members of the Compensation Committee during fiscal 2024 are or have ever been an officer of or employed by the Company, nor do they have any relationship that requires disclosure under Item 404 of Regulation S-K, the SEC’s rules requiring disclosure of certain relationships and related party transactions. Summary Compensation Table The table below summarizes the total compensation for fiscal 2024, 2023 and 2022 for the Named Executive Officers. 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: • Mr. 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. • Mr. Jugmans has served as Chief Financial Officer during all of the three fiscal years reported. • Mr. Cohen has served as Executive Chairman during all of the three fiscal years reported. • Mr. 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. • Ms. 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 Lachlan P. Given (4) 2024 $ 750,000 $ 2,934,775 $ 1,428,750 $ 93,071 $ 5,206,596 Chief Executive Officer 2023 $ 750,000 $ 2,261,136 $ 1,383,750 $ 86,394 $ 4,481,280 2022 $ 728,654 $ 1,045,197 $ 1,465,274 $ 84,452 $ 3,323,577 Timothy K. Jugmans (4) 2024 $ 475,000 $ 857,775 $ 603,250 $ 108,910 $ 2,044,935 Chief Financial Officer 2023 $ 450,000 $ 749,143 $ 553,500 $ 71,679 $ 1,824,322 2022 $ 438,615 $ 412,239 $ 626,745 $ 71,146 $ 1,548,745 Philip E. Cohen 2024 $ 1,500,000 — $ 2,279,402 $ 19,046 $ 3,798,448 Executive Chairman 2023 $ 1,500,000 — $ 1,619,896 $ 21,597 $ 3,141,493 2022 $ 1,500,000 — $ 1,913,468 $ 23,310 $ 3,436,778 John Blair Powell, Jr. 2024 $ 600,000 $ 1,403,763 $ 762,000 $ 94,447 $ 2,860,210 Chief Operating Officer 2023 $ 550,000 $ 1,076,827 $ 676,500 $ 84,410 $ 2,387,737 2022 $ 515,577 $ 777,148 $ 744,576 $ 85,510 $ 2,122,811 Lisa VanRoekel 2024 $ 410,000 $ 525,496 $ 312,420 $ 58,526 $ 1,306,442 Chief Human Resources 2023 $ 410,000 $ 568,644 $ 302,580 $ 54,386 $ 1,335,610 Officer 2022 $ 391,077 $ 290,106 $ 353,762 $ 56,215 $ 1,091,160 (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. See Note 8: 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. See also “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2024 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. See “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2024 Executive Compensation Actions — Annual Incentive Bonuses” above. For Mr. 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 2024 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. For detail of the amounts shown for each Named Executive Officer, see the table under “Other Benefits and Perquisites — All Other Compensation” below. (4) Mr. Given and Mr. Jugmans serve on the board of directors of Cash Converters International Limited, with Mr. Jugmans serving as non-executive chairman. The director fees paid to each of them during fiscal 2024 by Cash Converters International Limited were as follows: Mr. Given, AUD $97,500; and Mr. Jugmans, AUD $172,500. 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. 92 Table of Contents CEO Pay Ratio 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”). • Mr. Given’s total annual compensation for fiscal 2024 was $5,206,596. That number is derived from the numbers set forth in the Summary Compensation Table above. • Our median Team Member’s total annual compensation for fiscal 2024 was $18,137, consisting of gross annual wages, bonuses, overtime pay and other benefits. • Based on those numbers, our CEO Pay ratio for fiscal 2024 is 287:1. Our CEO Pay Ratio is based on the following methodology: • 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. We annualized the compensation of all permanent full-time and part-time Team Members as of September 30, 2024. • We calculated the median Team Member’s total annual compensation in accordance with the rules used to calculate the CEO’s compensation included in the Summary Compensation Table above. • Using this methodology, we determined that our median Team Member was a full-time 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. Therefore, our CEO Pay Ratio, as described above, may not be comparable to CEO pay ratios reported by other companies due to differences in industries and geographical dispersion of employees, as well as the different estimates, assumptions and meth odologies applied by other companies in calculating their CEO pay ratios. 93 Table of Contents Incentive Plan Based Awards The following table sets forth certain information about plan-based awards that we made to the Named Executive Officers during fiscal 2024. For information about the plans under which these awards were granted, see “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2024 Compensation Actions — Annual Incentive Bonus” and “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2024 Executive Compensation Actions — Long-Term Incentives” above. Grants of Plan-Based Awards Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Future Payouts Under Equity Incentive Plan Awards (2) Name Grant Date Threshold Target Maximum Threshold Target Maximum Grant Date Fair Value Lachlan P. Given 10/01/2023 $ 562,500 $ 1,125,000 $1,687,500 — — — — 11/04/2023 189,090 315,151 441,211 $ 1,560,001 (3) 11/14/2023 13,916 $ 107,292 (4) 11/14/2023 25,787 $ 198,818 (5) 11/14/2023 24,384 $ 188,001 (6) Prior Years $ 880,663 (7) Timothy K. Jugmans 10/01/2023 $ 237,500 $ 475,000 $ 712,500 — — — — 11/04/2023 50,907 84,848 118,786 $ 420,008 (3) 11/14/2023 6,865 $ 52,929 (4) 11/14/2023 9,137 $ 70,446 (5) 11/14/2023 6,095 $ 46,992 (6) Prior Years $ 267,399 (7) Philip E. Cohen 10/1/2023 $ 1,750,000 $ 1,750,000 $ 1,750,000 — — — — John Blair Powell, Jr. 10/01/2023 $ 300,000 $ 600,000 $ 900,000 — — — — 11/04/2023 87,272 145,454 203,636 $ 720,011 (3) 11/14/2023 6,958 $ 53,646 (4) 11/14/2023 14,883 $ 114,748 (5) 11/14/2023 10,058 $ 77,547 (6) Prior Years $ 437,811 (7) Lisa VanRoekel 10/01/2023 $ 123,000 $ 246,000 $ 369,000 — — — — 11/04/2023 25,454 42,424 59,394 $ 210,012 (3) 11/14/2023 6,494 $ 50,069 (4) 11/14/2023 6,504 $ 50,146 (5) 11/14/2023 3,999 $ 30,832 (6) Prior Years $ 184,437 (7) (1) These amounts represent the potential payouts under the fiscal 2024 Short-Term Incentive Compensation Plan. See “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2024 Executive Compensation Actions — Annual Incentive Bonuses” above. 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. (2) The amounts shown represent long-term incentive (LTI) awards (stated in number of units) under our Long-Term Incentive Plans. 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 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. Because of the structure of the fiscal 2024 awards (as described under “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2024 Executive Compensation Actions — Long-Term Incentives — Fiscal 2024 Actions — Grant of Fiscal 2024 Awards” above), each annual tranche of the awards is treated as a separate award for accounting purposes. 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). 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. 94 Table of Contents (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. Because of the structure of those awards, these tranches were treated as separate awards for accounting purposes granted at the beginning of fiscal 2024, even though the full number of units associated with the awards was included in the “Grants of Plan-Based Awards” table in the 2022 Annual Report and the 2023 Annual Report, respectively. 95 Table of Contents The following table sets forth certain information about outstanding stock awards held by the Named Executive Officers as of the end of fiscal 2024. None of the Named Executive Officers holds any stock options. Outstanding Equity Awards at Fiscal Year-End Stock Awards Name Award Date Number of Shares or Units of Stock That Have Not Vested (1) Market Value of Shares or Units of Stock That Have Not Vested (2) Lachlan P. Given 11/14/2023 24,384 $ 273,345 11/14/2023 25,787 (3) $ 289,072 11/04/2023 315,151 $ 3,532,843 11/16/2022 27,434 (3) $ 307,535 10/11/2022 259,403 $ 2,907,908 03/07/2022 85,340 (3) $ 956,661 10/13/2021 79,260 (3) $ 888,505 $ 9,155,869 Timothy K. Jugmans 11/14/2023 6,095 $ 68,325 11/14/2023 9,137 (3) $ 102,426 11/04/2023 84,848 $ 951,146 11/16/2022 9,721 (3) $ 108,972 10/11/2022 64,850 $ 726,969 03/07/2022 2,844 (3) $ 31,881 10/13/2021 55,482 (3) $ 621,953 $ 2,611,672 Philip E. Cohen — $ — John Blair Powell, Jr. 11/14/2023 10,058 $ 112,750 11/14/2023 14,883 (3) $ 166,838 11/04/2023 145,454 $ 1,630,539 11/16/2022 15,834 (3) $ 177,499 10/11/2022 107,003 $ 1,199,504 03/07/2022 35,558 (3) $ 398,605 10/13/2021 9,907 (3) $ 111,057 10/13/2021 59,445 (3) $ 666,378 $ 4,463,170 Lisa VanRoekel 11/14/2023 3,999 $ 44,829 11/14/2023 6,504 (3) $ 72,910 11/04/2023 42,424 $ 475,573 11/16/2022 6,923 (3) $ 77,607 10/11/2022 42,542 $ 476,896 03/07/2022 4,551 (3) $ 51,017 10/13/2021 36,988 (3) $ 414,635 $ 1,613,467 (1) Stated at target levels. (2) Market value is based on the closing price of our Class A Common Stock on September 30, 2024, the last market trading day of fiscal 2024 ($11.21). (3) These units vested in November 2024 following approval by the People and Compensation Committee. See “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2023 Executive Compensation Actions — Long-Term Incentives” above. 96 Table of Contents Stock Vested The following table sets forth, with respect to each of the Named Executive Officers, certain information about restricted stock that vested during fiscal 2024: Stock Awards Named Executive Officer Number of Shares Acquired on Vesting (1) Value Realized on Vesting (2) Lachlan P. Given 172,962 $ 1,426,937 Timothy K. Jugmans 85,327 $ 703,948 Philip E. Cohen — — John Blair Powell, Jr. 96,389 $ 795,209 Lisa VanRoekel 80,716 $ 665,907 (1) Includes shares withheld to satisfy tax withholding obligations. (2) Computed using the fair market value of the stock on the date of vesting. Other Benefits and Perquisites 401(k) Retirement Plan — All U.S. Team Members are given an opportunity to participate in our 401(k) retirement savings plan (following a new-hire waiting period). Subject to statutory limits of the IRS, this plan allows participants to have pre-tax amounts withheld from their pay and provides for a discretionary employer matching contribution (historically, 25% up to 6% of salary). Matching contributions are made in the form of cas h. Participants may invest their contributions in various fund options, but are prohibited from investing their contributions in our common stock. A parti cipant vests in the matching contributions over the first three years of service, provided the hours worked requirement is met. A participant’s’ matching contributions vest 100% in the event of death, disability or termination of the plan due to a change in control. Supplemental Executive Retirement Plan — We provide U.S. executive officers with a non-qualified Supplemental Executive Retirement Plan (“SERP”) to offer a competitive benefit and to assist in offsetting potential impacts of contribution limitations applicable to our 401(k) retirement savings plan. The SERP has similar investment options as are available under the 401(k) retirement savings plan. Company contributions to the SERP are formula-based, reviewed and approved by the People and Compensation Committee each year. For fiscal 2024, our annual contributions to the SERP were calculated as 10% of base salary. For fiscal 2025, 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. There were eight participants during fiscal 2024. All Company contributed SERP funds have a vesting schedule as an additional retention tool. Generally, the funds vest over three years from the contribution date, with one-third vesting each year. All of a participant’s Company contributed SERP funds vest 100% in the event of the participant’s death or disability or the termination of the plan due to a change in control. In addition, all Company contributed SERP funds are 100% vested when a participant attains age 50 and five years of active service. All Company contributed SERP funds are forfeited, regardless of vesting status, if the participant’s employment is terminated for cause. A participant may not withdraw any portion of his or her SERP account while still employed by the Company unless, in the sole opinion of management, the participant has an unforeseeable emergency, which is defined as a severe financial hardship resulting from an illness or accident of the participant, the participant’s spouse or a dependent; the loss of the participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the participant’s control. 97 Table of Contents The following table describes the SERP contributions, earnings and balance at the end of fiscal 2024 for each of the Named Executive Officers: Nonqualified Deferred Compensation Named Executive Officer Company Contributions in Fiscal 2024 (1) Aggregate Earnings in Fiscal 2024 (2) Aggregate Withdrawals/Distributions in Fiscal 2024 Aggregate Forfeitures in Fiscal 2024 Aggregate Balance at September 30, 2024 (3) Lachlan P. Given $ 75,000 $ 156,020 $ — $ — $ 1,010,025 Timothy K. Jugmans $ 47,500 $ 54,082 $ — $ — $ 253,221 Philip E. Cohen $ — $ — $ — $ — $ — John Blair Powell, Jr. $ 60,000 $ 12,087 $ — $ — $ 255,578 Lisa VanRoekel $ 41,000 $ 15,362 $ — $ — $ 178,479 (1) These amounts were included in the Summary Compensation Table above in the column labeled “All Other Compensation.” (2) These amounts were not included in the Summary Compensation Table as the earnings were not in excess of market rates. (3) Of the Aggregate Balance at September 30, 2024, the following amounts were previously reported as compensation in the Summary Compensation Tables for prior years: $573,395 for Mr. Given; $102,943 for Mr. Jugmans; $127,463 for Mr. Powell, and $82,841 for Ms. VanRoekel. All Other Compensation — The following table describes each component of the amounts shown in the “All Other Compensation” column in the Summary Compensation Table above. Named Executive Officer Year Health Care Supplemental Insurance (1) Value of Supplemental Life Insurance Premiums (2) Company Contributions to Defined Contribution Plans (3) Other Benefits (4) Total Lachlan P. Given 2024 $ 9,640 $ 4,818 $ 75,000 $ 3,613 $ 93,071 2023 $ 6,576 $ 4,818 $ 75,000 $ — $ 86,394 2022 $ 12,873 $ 812 $ 70,767 $ — $ 84,452 Timothy K.Jugmans 2024 $ 28,248 $ 1,572 $ 51,058 $ 28,032 $ 108,910 2023 $ 22,068 $ 1,236 $ 48,375 $ — $ 71,679 2022 $ 22,068 $ 1,392 $ 47,686 $ — $ 71,146 Philip E. Cohen 2024 $ 14,736 $ 1,572 $ 2,738 $ — $ 19,046 2023 $ 14,736 $ 1,236 $ 5,625 $ — $ 21,597 2022 $ 14,736 $ 1,392 $ 7,182 $ — $ 23,310 John Blair Powell, Jr. 2024 $ 28,248 $ 1,572 $ 64,627 $ — $ 94,447 2023 $ 22,068 $ 1,236 $ 61,106 $ — $ 84,410 2022 $ 22,068 $ 1,392 $ 62,050 $ — $ 85,510 Lisa VanRoekel 2024 $ 9,804 $ 1,572 $ 47,150 $ — $ 58,526 2023 $ 7,656 $ 1,236 $ 45,494 $ — $ 54,386 2022 $ 7,656 $ 1,392 $ 47,167 $ — $ 56,215 (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 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 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. National Health Service coverage, provides Mr. 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. 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. 98 Table of Contents Certain Termination and Change-in-Control Benefits — The following is a summary of various agreements that provide for benefits to the continuing Named Executive Officers upon termination of employment or a change-in-control: • Restricted Stock Award Agreements — The standard restricted stock award agreement pursuant to which we grant restricted stock or restricted stock units to our Team Members generally provides that vesting is accelerated in the event of the holder’s death or disability. • SERP Contributions — For all executives who participate in the SERP (including the Named Executive Officers), any unvested Company contributions to the SERP will vest in the case of death or disability of the participant or a change in control. • General Severance Benefits — We currently provide each of our executive officers (other than Mr. Cohen) with one-year salary continuation if his or her employment is terminated by the Company without cause. This severance benefit is reflected in the terms of Mr. Given’s U.K. Employment Contract. See “Compensation Discussion and Analysis — Other Executive Compensation Matters — Employment Contract for Mr. Given.” • Change in Control Severance Benefits — The executive officers (other than Mr. 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. 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. 99 Table of Contents The following table sets forth the amounts of severance or termination benefits that would have been payable to each of the Named Executive Officers upon the occurrence of various events, assuming each of the events occurred on September 30, 2024: Salary Incentive Bonus Accelerated Vesting of Restricted Stock (1) Accelerated Vesting of SERP Balance Resignation for Good Reason: Lachlan P. Given $ — $ — $ — $ — Timothy K. Jugmans $ — $ — $ — $ — Philip E. Cohen $ — $ — $ — $ — John Blair Powell, Jr. $ — $ — $ — $ — Lisa VanRoekel $ — $ — $ — $ — Termination Without Cause: Lachlan P. Given $ 750,000 $ — $ — $ — Timothy K. Jugmans $ 475,000 $ — $ — $ — Philip E. Cohen $ — $ — $ — $ — John Blair Powell, Jr. $ 600,000 $ — $ — $ — Lisa VanRoekel $ 410,000 $ — $ — $ — Death or Disability: Lachlan P. Given $ — $ — $ 9,155,869 $ 160,443 Timothy K. Jugmans $ — $ — $ 2,611,672 $ 113,619 Philip E. Cohen $ — $ — $ — $ — John Blair Powell, Jr. (2) $ — $ — $ 4,463,170 $ — Lisa VanRoekel $ — $ — $ 1,613,467 $ 87,942 Change in Control (3): Lachlan P. Given $ 1,500,000 $ 2,250,000 $ 9,155,869 $ 160,443 Timothy K. Jugmans $ 950,000 $ 950,000 $ 2,611,672 $ 113,619 Philip E. Cohen $ — $ — $ — $ — John Blair Powell, Jr. (2) $ 1,200,000 $ 1,200,000 $ 4,463,170 $ — Lisa VanRoekel $ 615,000 $ 369,000 $ 1,613,467 $ 87,942 (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). (2) Mr. Powell is fully vested in his SERP account. (3) Subject to the terms of the Change in Control Severance Plan. See “Compensation Discussion and Analysis — Other Executive Compensation Matters — Change in Control Severance Plan.” 100 Table of Contents Director Compensation 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. The non-employee directors are also eligible for stock option and restricted stock awards. The number of options or shares of restricted stock awarded, as well as the other terms and conditions of the awards (such as vesting and exercisability schedules and termination provisions), are determined by the Board of Directors upon the recommendation of the People and Compensation Committee. Historically, the directors have each received an annual restricted stock award with a grant date value equal to 2X the annual retainer fee. The annual award cycle is based on our Annual Meeting of Stockholders, which is generally held in February or March of each year, with the awards being granted on the date of the Annual Meeting of Stockholders and vesting on the day immediately preceding the date of the Annual Meeting of Stockholders held in the following year (but no later than March 31). The following table sets forth the compensation paid to our non-employee directors for fiscal 2024. Mr. Cohen and Mr. Given are executive officers of the Company and do not receive any additional compensation for serving on the Board of Directors. Director Fees Earned or Paid in Cash Restricted Stock Awards (1) Total Matthew W. Appel $ 120,000 $ 160,000 $ 280,000 Zena Srivatsa Arnold $ 80,000 $ 160,000 $ 240,000 Jason A. Kulas $ 80,000 $ 160,000 $ 240,000 Pablo Lagos Espinosa $ 95,000 $ 160,000 $ 255,000 Gary L. Tillett $ 107,500 $ 160,000 $ 267,500 (1) Amounts represent the aggregate grant date fair value of restricted stock awards, computed in accordance with FASB ASC 718-10-25. See Note 8: 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. Each of the non-employee directors received a grant of 15,037 shares of restricted stock on March 21, 2024. That amount was determined by dividing $160,000 (2X the annual director fee) by $10.64, the trading price of the Class A Common Stock at the time of grant. These shares are scheduled to vest immediately before the 2025 Annual Meeting of Stockholders (but no later than March 31, 2025). As of September 30, 2024, each of the continuing non-employee directors held 15,037 shares of unvested restricted stock. The non-employee director compensation program for fiscal 2025 will generally be the same as the fiscal 2024 program described above. 101 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 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 long-term incentive awards issued on or after January 1, 2022). New awards can be in the form of stock options, stock appreciation rights, stock bonuses, restricted stock, restricted stock units, performance units or performance shares although generally we issue only restricted stock and restricted stock unit awards. We do not have any equity compensation plans that were not approved by stockholders. The following table summarizes information about our equity compensation plans as of September 30, 2024: Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options (a) Weighted Average Exercise Price of Outstanding Options (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity compensation plans approved by security holders — — 576,429 (1) Equity compensation plans not approved by security holders — — — Total — — 576,429 (1) (1) Amount represents the number of shares available for issuance in the 2022 Long-Term Incentive Plan as of September 30, 2024. 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. 102 Table of Contents Stock Ownership Phillip E. Cohen controls EZCORP through his ownership of all of the issued and outstanding stock of MS Pawn Corporation, the sole general partner of MS Pawn Limited Partnership, which owns 100% of our Class B Voting Common Stock. The following table presents information regarding the beneficial ownership of our Common Stock as of November 1, 2024 (except as noted below) for (i) each person known to us to be the beneficial owner of more than 5% of the total number of shares outstanding, (ii) each of our directors, (iii) each of the Named Executive Officers and (iv) all directors and executive officers as a group. Unless otherwise indicated, each person named below holds sole voting and investment power over the shares shown, subject to community property laws where applicable. Class A Non-voting Common Stock Class B Voting Common Stock Beneficial Owner Number Percent Number Percent Voting Percent MS Pawn Limited Partnership (a) MS Pawn Corporation Phillip Ean Cohen 2500 Bee Cave Road Bldg One, Suite 200 Rollingwood, Texas 78746 2,974,047 (b) 5.46 % (b) 2,970,171 100 % 100 % Blackrock Inc. 50 Hudson Yards New York, New York 10001 9,761,969 (c) 17.92 % — — — Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, Texas 78746 4,068,011 (d) 7.47 % — — — Vanguard Group Inc. P.O. Box 2600, V26 Valley Forge, Pennsylvania 19482-2600 3,389,461 (c) 6.22 % — — — Matthew W. Appel 123,647 * — — — Zena Srivatsa Arnold 125,721 * — — — Lachlan P. Given 818,477 (e) * — — — Jason A. Kulas 158,545 (f) * Pablo Lagos Espinosa 213,140 (g) * Gary L. Tillett 125,721 * Timothy K. Jugmans 176,322 (h) * — — — John Blair Powell, Jr. 272,396 (i) * Lisa VanRoekel 103,925 (j) * — — — Directors and executive officers as a group (14 persons) 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. Mr. Cohen is the sole stockholder of MS Pawn Corporation. (b) The number of shares and percentage reflect Class A Common Stock, inclusive of Class B Common Stock, shares of which are convertible to Class A Common Stock on a one-to-one basis. (c) As of June 30, 2024 based on Form 13F. (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) 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. * Shares beneficially owned do not exceed one percent of Class A Common Stock. 103 Table of Contents ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Related Party Transactions Review and Approval of Transactions with Related Persons The Board of Directors has adopted a written comprehensive policy for the review and evaluation of all related party transactions. Under that policy, the Audit 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 Nicholas Cohen, the son of Phillip E. Cohen, the beneficial owner of all of our Class B Voting Common Stock and our Executive Chairman, has been an employee of the Company since May 2018, 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. Accordingly, the Audit and Risk Committee reviews and approves all promotion opportunities and compensation changes for Nicholas Cohen. Director Independence The Board of Directors believes that the interests of the stockholders are best served by having a substantial number of objective, independent representatives on the Board. For this purpose, a director is considered to be independent if the Board determines that the director does not have any direct or indirect material relationship with the Company that may impair, or appear to impair, the director’s ability to make independent judgments. The Board has evaluated all relationships between the Company and each of the persons who served as a director during any portion of fiscal 2024 and has made the following determinations with respect to each director’s independence: Director Status (a) Matthew W. Appel Independent Zena Srivatsa Arnold Independent Phillip E. Cohen Not independent (b) Lachlan P. Given Not independent (b) Jason A. Kulas Not independent (b) Pablo Lagos Espinosa Independent Gary L. Tillett Independent (a) The Board’s determination that a director is independent was made on the basis of the standards for independence set forth in the Nasdaq Listing Rules. Under those standards, a person generally will not be considered independent if he or she has a relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq rules also describe specific relationships that will prevent a person from being considered independent. (b) Mr. Cohen and Mr. Given were executive officers of the Company during all of fiscal 2024, and Mr. 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. 104 Table of Contents ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table presents all fees we incurred in connection with professional services provided by BDO USA, P.C. for fiscal 2024 and 2023: Year Ended September 30, 2024 2023 Audit of financial statements and audit pursuant to section 404 of the Sarbanes-Oxley Act and quarterly reviews $ 1,912,000 $ 1,767,000 Audit related fees — — Tax fees — — All other fees — — $ 1,912,000 $ 1,767,000 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. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as a part of this 10-K: (1) Financial Statements The following consolidated financial statements of EZCORP, Inc. are included in “Part II — Item 8 — Financial Statements and Supplementary Data”: • Report of Independent Registered Public Accounting Firm (2024 and 2023) — BDO USA, P.C. • Consolidated Balance Sheets as of September 30, 2024 and 2023 • Consolidated Statements of Operations for each of the three years in the period ended September 30, 2024 • Consolidated Statements of Comprehensive Income for each of the three years in the period ended September 30, 2024 • Consolidated Statements of Cash Flows for each of the three years in the period ended September 30, 2024 • Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended September 30, 2024 • Notes to Consolidated Financial Statements. (2) Financial Statement Schedules Financial statement schedules are omitted because they are not required or are not applicable, or the required information is provided in the consolidated financial statements or notes described in Item 15(a)(1) above. ITEM 16. FORM 10-K SUMMARY None. 105 Table of Contents Exhibits Incorporated by Reference Filed Herewith Exhibit Description of Exhibit Form File No. Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation 8-K 0-19424 3.1 October 3, 2013 3.2 Certificate of Amendment, dated March 25, 2014, to the Company’s Amended and Restated Certificate of Incorporation 8-K 0-19424 99.1 March 25, 2014 3.3 Amended and Restated By-Laws, effective July 20, 2014 8-K 0-19424 3.2 July 22, 2014 4.1 Specimen of Class A Non-voting Common Stock Certificate S-1 33-41317 4.1 August 23, 1991 4.2 Description of EZCORP, Inc. Class A Non-voting Common Stock 8-K 0-19424 4.1 October 3, 2013 4.3 Indenture, dated July 5, 2017, between EZCORP, Inc., and Wells Fargo Bank, National Association, as trustee 8-K 0-19424 4.1 July 6, 2017 4.4 Indenture, dated May 14, 2018, between EZCORP, Inc., and Wells Fargo Bank, National Association, as trustee 8-K 0-19424 4.1 May 15, 2018 4.5 Successor Trustee Agreement, dated September 12, 2019, Between EZCORP, Inc., and Wells Fargo Bank, National Association, as prior trustee, and Branch Banking and Trust Company, as successor trustee 8-K 0-19424 4.1 October 7, 2019 4.6 Indenture, dated December 12, 2022, between EZCORP, Inc. and Truist Bank, as trustee 8-K 0-19424 4.1 December 13, 2022 10.1* EZCORP, Inc. Supplemental Executive Retirement Plan effective December 1, 2005 8-K 0-19424 10.94 December 1, 2005 10.2* Amended and Restated EZCORP, Inc. 2010 Long-Term Incentive Plan, Effective November 28, 2018 8-K 0-19424 10.1 November 29, 2018 10.3* Form of Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement between the Company and certain employees, including the executive officers 10-K 0-19424 10.15 November 24, 2010 10.4* Form of Restricted Stock Award for non-employee directors 10-K 0-19424 10.17 November 24, 2010 10.5* Amended and Restated EZCORP, Inc. 2022 Long-term Incentive Plan, Effective November 15, 2022 10-K 0-19424 10.5 November 16, 2022 10.6* EZCORP, Inc. Change in Control Severance Plan, Effective November 15, 2022 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 10-K 0-19424 10.7 November 16, 2022 10.8* Employment Contract, dated November 14, 2023, between EZCORP UK Limited and Lachlan P. Given 10-K 0-19424 10.8 November 15, 2023 19.1 EZCORP , Inc. Insider Trading Policy , effectiv e Novemb er 5, 2024 x 21.1 List of Subsidiaries of EZCORP, Inc. x 23.1 Consent of BDO USA, P.C., Independent Registered Public Accounting Firm x 31.1 Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 x 31.2 Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 x 32.1† Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 x 97.1 E ZCORP, I nc. Compensatio n Recovery Policy, effective August 1 , 202 3 x 101.INS Inline XBRL Instance Document (the instance document does not appear in the interactive data files because the XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File in Inline XBRL format (contained in Exhibit 101) _____________________________ * Identifies Exhibit that consists of or includes a management contract or compensatory plan or arrangement. † The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. 106 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized: EZCORP, Inc. Date: November 13, 2024 By: /s/ Lachlan P. Given Lachlan P. Given Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Lachlan P. Given Chief Executive Officer and Director (principal executive officer) November 13, 2024 Lachlan P. Given /s/ Timothy K. Jugmans Chief Financial Officer (principal financial officer) November 13, 2024 Timothy K. Jugmans /s/ Phillip E. Cohen Executive Chairman of the Board November 13, 2024 Phillip E. Cohen /s/ Matthew W. Appel Director November 13, 2024 Matthew W. Appel /s/ Zena Srivatsa Arnold Director November 13, 2024 Zena Srivatsa Arnold /s/ Jason A. Kulas Director November 13, 2024 Jason A. Kulas /s/ Pablo Lagos Espinosa Director November 13, 2024 Pablo Lagos Espinosa /s/ Gary L. Tillett Director November 13, 2024 Gary L. Tillett /s/ Robbie Hicks Chief Accounting Officer (principal accounting officer) November 13, 2024 Robert J. Hicks 107