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RENT-A-CENTER, INC.
Time, at the Upbound Group, Inc. Field Support Center, which is located, along with our principal executive offices, at 5501 Headquarters Drive, Plano, Texas 75024. online. Upbound Group, Inc. 25, 2023 6, 2023 Who is soliciting my proxy? Nominees for Director at the Code of Business Conduct and Ethics AUDIT AND RISK COMMITTEE REPORT EXECUTIVE OFFICERS COMPENSATION DISCUSSION AND ANALYSIS Summary Compensation Table Equity Compensation Plan Information SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OTHER INFORMATION 6, 2023 Overview of Proposals Glenn Marino • Retail finance, business development and banking B.C. Silver • Financial technology, consumer products and retail industries As previously Jeffrey Brown (Chairman) • Significant public and private company board experience • Medifast, Inc. • Broad transactional expertise Christopher Hetrick • Extensive investment experience • Corporate strategy, capital allocation, executive compensation and investor communications Harold Lewis • Financial technology • Consumer finance Carol McFate • Corporate finance and treasury • Argo Group International Holdings, Ltd • Governance; leadership Mitchell Fadel • Chief Executive Officer and former Chief Operating Officer of the Company • Significant knowledge of the business and rent-to-own industry Board Diversity (the “2021 Plan”) with a grant date value of $132,500. In addition, non-employee directors may elect to defer cash dividends otherwise payable on DSUs into additional DSUs. The Company provides a 25% matching contribution on deferrals of cash retainers and cash dividends into DSUs. The following are the primary forms of compensation currently utilized by the Compensation Committee in compensating our named executive officers: plan payout. Stockholders of record as of the close of business on April The holders of at least a majority of our outstanding shares of common stock entitled to vote at the You cannot vote your shares of common stock unless you are present The Board has appointed Mr. Bryan Pechersky, Executive Vice President — General Counsel and Corporate Secretary, and If you are a registered stockholder, you may revoke your proxy by timely following one of the processes set forth below. Broker non-votes occur when nominees, such as banks and brokers, holding shares on behalf of beneficial owners, or customers, do not receive voting instructions from the customers. Brokers holding shares of record for customers generally are not entitled to vote on certain “non-routine” matters unless they receive voting instructions from their customers. In the event that a broker does not receive voting instructions for these matters, a broker may notify us that it lacks voting authority to vote those shares. These broker non-votes refer to votes that could have been cast on the matter in question by brokers with respect to uninstructed shares if the brokers had received their you hold your shares in street name and you do not instruct your The Board is soliciting your proxy and we will bear the cost of soliciting proxies. Proxies may be solicited by telephone, electronic mail, personal interview or other means of communication. We will reimburse banks, brokers, custodians,![[MISSING IMAGE: lg_upbound-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/lg_upbound-bw.jpg)
In Itsin its Charter) Payment of Filing Fee (Check the appropriate box):
þNo fee required. ☑ No fee required. o☐ Fee paid previously with preliminary materials. ☐ Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: oFee paid previously with preliminary materials. oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:
5501 Headquarters Drive
Plano, Texas 75024Rent-A-Center, Inc.'s 2021the 2023 Annual Meeting of Stockholders (the "2021“2023 Annual Meeting"Meeting”) of Upbound Group, Inc. (formerly known as Rent-A-Center, Inc.). The 20212023 Annual Meeting will be held as a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/RCII2021 on Tuesday, June 8, 2021,6, 2023, at 8:00 a.m., Central Time.20212023 Annual Meeting, the attached Notice of Annual Meeting and Proxy Statement describe the business items we plan to address at the meeting. We also plan to have a question and answer session following the adjournment of the meeting during which our stockholders will have the opportunity to ask questions of management regarding our business.Commission's "NoticeCommission’s “Notice and Access"Access” model, we are furnishing proxy materials to our stockholders via the Internet. On or about April 26, 2021,25, 2023, we began mailing a Notice of Internet Availability of Proxy Materials detailing how to access the proxy materials electronically and how to submit your proxy via the Internet. The Notice of Internet Availability of Proxy Materials also provides instructions on how to request and obtain paper copies of the proxy materials and proxy card or voting instruction form, as applicable. We believe this process provides our stockholders with a convenient way to access the proxy materials and submit their proxies online, while allowing us to reduce our environmental impact as well as the costs of printing and distribution.online and, if desired, attend the 2021 Annual Meeting virtually.online on June 8, 2021.Sincerely,
Chairman of the Board
Chief Executive Officer and Director 
Notice of 20212023 Annual Meeting of Stockholders 8, 2021
6, 2023
8:00 a.m., Central Time20212023 annual meeting of stockholders of Upbound Group, Inc. (formerly known as Rent-A-Center, Inc.) will be held as a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/RCII2021 on Tuesday, June 8, 2021,6, 2023, at 8:00 a.m., Central Time, at the Upbound Group, Inc. Field Support Center, which is located, along with our principal executive offices, at 5501 Headquarters Drive, Plano, Texas 75024, for the following purposes:two Class IIIseven directors nominated by the Boardour board of Directors;Committee'sCommittee’s selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021;2020,2022, as set forth in the proxy statement;Rent-A-Center,Upbound Group, Inc. 2021 Long-Term Incentive Plan;To approve amendments to the Company's Certificate of Incorporation to declassify the Board of Directors; and6.postponementpostponements thereof.The BoardOur board of Directorsdirectors has fixed the close of business on April 12, 202111, 2023 as the record date for determining the stockholders entitled to receive notice of, and to vote at, the 2021 annual meeting of stockholders2023 Annual Meeting and at any and all adjournments or postponements thereof."Notice“Notice and Access"Access” method of furnishing proxy materials to our stockholders via the Internet. Instructions on how to access and review the proxy materials on the Internet can be found on the Notice of Internet Availability of Proxy Materials (the "Notice"“Notice”) mailed to stockholders of record on or about April 26, 2021.25, 2023. The Notice also contains instructions on how to receive a paper copy of the proxy materials.virtual 2021 annual meeting of stockholders,2023 Annual Meeting, please vote as promptly as possible. We encourage you to vote via the Internet, as it is the most convenient and cost-effective method of voting. You may also vote by telephone or by mail (if you receive paper copies of the proxy materials or request a paper proxy card). Instructions regarding all three methods of voting are included in the Notice, the proxy card and the proxy statement.Rent-A-Center.
Bryan Pechersky
Executive Vice President —– General Counsel
and Corporate SecretaryRent-A-Center,
Upbound Group, Inc.
5501 Headquarters Drive, Plano, Texas 75024
April [ · ], 2021
FOR THE 20212023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 8, 2021Proxy Statementproxy statement and our annual report on Form 10-K for the year ended December 31, 20202022 (the "2020“2022 Form 10-K"10-K”) (which we are distributing in lieu of a separate annual report to stockholders) are available on our website at investor.rentacenter.cominvestor.upbound.com, in the "Financial Information“Financials and Filings — Annual Reports and Proxies"Proxies” subsection. Additionally, you may access the Notice of Annual Meeting, the Proxy Statementproxy statement and the 20202022 Form 10-K at www.proxyvote.com. PageSUMMARYPage 1SUMMARY 1 QUESTIONS AND ANSWERS ABOUT THE 20212023 ANNUAL MEETING AND VOTING PROCEDURES 65 65 65 65 76 76 86 87 9 107 119 1120212023 Annual Meeting 119 13 CORPORATE GOVERNANCE Continuing Members of the Board 1314 14 Skills and Qualifications of Board of Directors and Nominees 1515CORPORATE GOVERNANCE17General17 1714 1714 2117 2318 2520 2621 2621 2721 2721 22 2923 2923 3124 3225 3427 3427 4031 4131 4736 5140i PageCEO Pay Ratio53 5341 41 42 COMPENSATION TABLES Section 162(m) 5443 54COMPENSATION TABLES55 5543 5745 5846 Page 5948 5948 6049 6049 6250 64 6552 52 52 6657 6758 6858 6959 7362 63 New Plan Benefits75PROPOSAL FIVE: APPROVAL OF THE DECLASSIFICATION AMENDMENTS76Description of the Proposed Declassification Amendments76Reasons for Declassifying the Board of Directors77Vote Required77 7865 7967 7967 7967 7967 8067 8068 ANNEX A: A-1ANNEX B: FORM OF AMENDMENT OF CERTIFICATE TO EFFECT THE DECLASSIFICATION AMENDMENTS B-1A-1 ii
For the Annual Meeting of Stockholders
To Be Held on June 8, 2021Boardboard of Directorsdirectors (the "Board"“Board”), for the 2021 Annual Meeting2023 annual meeting of Stockholdersstockholders of the Company (the "2021“2023 Annual Meeting"Meeting”). In this proxy statement, references to "Rent-A-Center"“Upbound”, the "Company"“Company”, "we"“we”, "us"“us”, "our"“our” and similar expressions refer to Rent-A-Center,Upbound Group, Inc., unless the context of a particular reference provides otherwise. Although we refer to our website and other websites in this proxy statement, the information contained on our website or other websites is not a part of this proxy statement. The Notice of Internet Availability of Proxy Materials (the "Notice"“Notice”) is being mailed on or about April 26, 202125, 2023 to stockholders of record as of April 12, 2021.20202022 performance, please review our Annual Report on Form 10-K for the year ended December 31, 20202022 (the "2020“2022 Form 10-K"10-K”).8, 2021,6, 2023, or at such other time to which the meeting may be adjourned or postponed. References in this proxy statement to the 20212023 Annual Meeting also refer to any adjournments, postponements or changes in time or location of the meeting, to the extent applicable. The meeting will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/RCII2021. Upbound Group, Inc. Field Support Center, 5501 Headquarters Drive, Plano, Texas 7502412, 202111, 2023 by following the instructions set forth in this proxy statement.The Company's decision to hold a virtual meeting was made in light of ongoing developments relating to the novel coronavirus outbreak (COVID-19). We believe the virtual meeting will facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost, regardless of size, resources or physical location and will safeguard the health of our stockholders, Board and management.You will be able to attend the 2021 Annual Meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/RCII2021. To participate in the virtual meeting, you will need the control number included on the Notice, proxy card or voting instruction form. The meeting webcast will begin promptly at 8:00 a.m., Central Time. We encourage you to access the meeting website approximately 10-15 minutes prior to the start time. Proposal Board Vote Recommendation Board Vote Recommendation One: Election of Directors FOR each Director Nominee Two: Ratification of Auditors FOR Three: Advisory Vote on Executive Compensation FOR Four: Approval of an amendment to the Upbound Group, Inc. 2021 Long-Term Incentive Plan FORFive: Approval of Amendments to the Company's Certificate of Incorporation to Declassify the Board (the "Declassification Amendments")FOR FOR 20212023 Annual Meeting. Unless the Declassification Amendments are approved by our stockholders at the 2021 Annual Meeting, eachEach director nominee will serve a three-yearone-year term expiring at the 2024 annual meeting of stockholders and until their successors are elected and qualified.Name Age Director
Since Experience/Qualification Independent Committee
Memberships Other Public
Company Boards 64 2020 Yes Audit & Risk
Nominating and Corporate Governance
— 40 2021 Yes Compensation
Nominating and Corporate Governance — announced, Michael Gade determineddisclosed, Mr. Silver’s service on the Board ended upon his resignation on January 28, 2023, which was not due to stand for re-election atany disagreement with the 2021 Annual MeetingCompany on any matters relating to the Company’s operations, practices or policies and, will retire as a director at the end of his term at the 2021 Annual Meeting.Continuing DirectorsThe following directors areaccordingly, Mr. Silver is not standing for election or re-election and their terms will continue past this year's stockholder meeting:Name Age Director
Since Current
Term
Expires Experience/Qualification Independent Committee
Memberships Other Public
Company
Boards 60 2017 2023 Yes Audit & Risk (chair) 42 2017 2023 Yes Compensation (chair) — Nominating and Corporate Governance 60 2019 2022 Yes Audit & Risk — Compensation 68 2019 2022 Yes Audit & Risk Nominating and Corporate Governance(1) 63 2017 2023
— — —
skills matrix, can be found under “Proposal One: Election of Directors” below.(1)Following the 2021 Annual Meeting, Ms. McFate will replace Mr. Gade as Chairone of the Nominatingdirector nominees. Upon Mr. Silver’s resignation, the Board was reduced to seven members. Additional information about each nominee, including the Board’s diversity and Corporate Governance Committee. Name Age Director
Since Independent Committee
Memberships Other Public
Company Boards Jeffrey Brown
(Chairman) 62 2017 Yes Audit & Risk (chair) Medifast, Inc. Mitchell Fadel 65 2017 — — — Christopher Hetrick 44 2017 Yes — Harold Lewis 62 2019 Yes — Glenn Marino 66 2020 Yes — Carol McFate 70 2019 Yes Argo Group International Holdings, Ltd Jen You 41 2022 Yes Compensation — SECSecurities and Exchange Commission (the “SEC”) and as determined by our Board.Ourare entitled to receive annual retainers, and meeting attendance fees, which are payable in cash unless the applicable director has elected to receive all or a portion of such amount in the form of deferred stock units ("DSUs"(“DSUs”), as well as an annual DSU award under the 2016Upbound Group, Inc. 2021 Long-Term Incentive Plan (or, if approved by stockholders at the 2021 Annual Meeting, the 2021 Long-Term Incentive Plan) valued at $120,000.statement, which focuses on improving the quality of life for our co-workersstatement; and our customers; and Company'sCompany’s compensation philosophy is generally to refer to the 50th-75th percentile offocuses on ensuring a competitive target total direct compensation (base salary, annual incentive opportunity and long-term incentive compensation opportunity) based on market data for compensation paid at similarly-situatedsimilarly situated public companies in the retail and consumer finance sectors, which include companies in the Company'sCompany’s Peer Group (as described under "Compensation“Compensation Discussion and Analysis"Analysis” below), as a guideline, with cash compensation (base salary. The Committee ultimately exercises discretion to finalize pay levels based on numerous factors, including tenure, experience, historical performance and annual incentive opportunity) generally targeted at around the 50th percentile, and long-term incentive compensation generally targeted at around the 75th percentile.responsibilities.2021, is2022, was based on (1) consolidated adjusted EBITDA, (2) Acima (formerly Preferred Lease) segment revenues, (2)and (3) Rent-A-Center segment same store sales, and (3)sales. For purposes of the annual incentive compensation, consolidated adjusted EBITDA which is calculated as net earnings before interest, taxes, stock-based compensation, depreciation and amortization, and the impacts of the annual incentive compensation expense, as adjusted for certain gains and charges we view as extraordinary, unusual or non-recurring in nature and which we believe do not reflect our core business activities ("(“Adjusted EBITDA"EBITDA”); and was updated in 2021 to eliminate stock options and implement ratable vesting of restricted stock units and now consists of (1) restricted stock units which vest one-third each year over a three-year period, and (2) performance stock units which vest based solely on a relative total shareholder return metric over a three-year measurement period.20202022 annual cash incentive program, based on strong Company performance, eachno named executive officer received an amount equal to 180% of such person's targeta bonus amount. performance stock units granted in 2018 also vested following their three-year vesting period. In 2018, our Compensation Committee granted to oureligible executive officers performance-based restricted stock units based on our relative Total Shareholder Return ("TSR"(“TSR”) as compared to the S&P 1500 Specialty Retail Index over a three-year measurement period.period, which ended December 31, 2022. Our relative TSR performance as compared to the S&P 1500 Specialty Retail Index for the three-year period ended December 31, 2020, ranked us 238 out of 6055 companies in the S&P 1500 Specialty Retail Index, or the 98th percentile, which resulted in the vesting of 200%50% of the performance-based restricted stock units that were granted.Stockinterestownership guidelines."Compensation“Compensation Discussion and Analysis — Policies and Risk Mitigation — Clawback Policy"Policy”).Who may vote? 12, 2021,11, 2023, the record date for the 20212023 Annual Meeting, may vote at the virtual meeting. Each share of common stock entitles the holder to one vote per share. As of April 12, 2021,11, 2023, there were [ · ] 55,932,444 shares of our common stock outstanding, which were held by [ · ]41 holders of record. At least ten days priorMost of our stockholders hold their shares as a beneficial owner through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.2021 Annual Meeting, a complete list of stockholders entitledcompany or to vote at the meeting will be available2023 Annual Meeting. If you requested to receive printed proxy materials, we have enclosed a proxy card for examinationyou to use. You may also vote on the Internet, or by any stockholder for any purpose germanetelephone.the meeting, during ordinary business hours at our principal executive offices located at 5501 Headquarters Drive, Plano, Texas 75024. Any such examination will be subject to adhering to required safety protocols implemented due to the COVID-19 pandemic. The list will also be available online at the 2021 Annual Meeting for examination by any stockholder who is present.vote your shares.What constitutes a quorum? 20212023 Annual Meeting must be present online or represented by proxy at the 20212023 Annual Meeting to have a quorum. Any stockholder present online at the 20212023 Annual Meeting or represented by proxy, but who abstains from voting, and "broker non-votes"“broker non-votes” will be counted for purposes of determining whether a quorum exists. If a quorum is not present, the meeting may be adjourned or postponed from time to time until a quorum is obtained.How do I vote? online at the virtual meeting or you have previously given your proxy before the applicable deadline. If you are a registered stockholder, you may vote your shares or submit a proxy in one of the following convenient ways: Voting Method Description of Process Voting MethodDescription of Process By Internet By InternetYou may submit a proxy electronically on the Internet, by visiting the website shown on the Notice or proxy card and following the instructions. �� By Telephone By TelephoneIf you request paper copies of the proxy materials by mail, you may submit a proxy by telephone, by calling the toll-free telephone number shown on the Notice or proxy card and following the instructions. By Mail If you request paper copies of the proxy materials by mail, you may submit a proxy by signing, dating and returning a paper proxy card in accordance with its instructions. The Notice provides instructions on how to request a paper proxy card and other proxy materialsmaterials. In Person OnlineBy properly and timely completing and delivering a company ballot to the inspector of election at the 20212023 Annual Meeting,You may vote by attending prior to the 2021 Annual Meeting and casting your vote during the designated portionclosing of the meeting by following the instructions provided on the meeting website. Merely attending the meeting online, but without properly voting, will not count as a vote. polls. 20212023 Annual Meeting or by telephone, your voting instructions must be received by 11:59 p.m., Eastern Time, on June 7, 2021,5, 2023, unless you are a participant in our 401(k) plan, in which case your voting instructions must be received by 11:59 p.m., CentralEastern Time, on June 2, 2021.1, 2023.How will the proxies be voted? Ms. Maureen Short,Mr. Fahmi Karam, Executive Vice President and— Chief Financial Officer, as the management proxyholders for the 20212023 Annual Meeting. All properly executed proxies, unless revoked as described below, will be voted by a management proxyholder at the meeting in accordance with your directions on the proxy. If a properly executed proxy does not provide instructions, the shares of common stock represented by your proxy will be voted: Proposal Board Recommendation ProposalBoard Recommendation One: Election of Directors “FOR” each of the Board’s nominees for director One: Election of Directors"FOR" each of the Board's nominees for Class III director Two: Ratification of the Audit & Risk Committee'sCommittee’s Selection of Ernst & Young LLP "FOR"“FOR” the ratification of the Audit & Risk Committee'sCommittee’s selection of Ernst & Young LLP as our independent registered public accounting firm for 2021 2023 Three: Advisory Vote on Executive Compensation "FOR"“FOR” the resolution approving, on an advisory basis, the compensation of the named executive officers for the year ended December 31, 2020,2022, as set forth in this proxy statement Four: Approval of an amendment to the Rent-A-Center,Upbound Group, Inc. 2021 Long-Term Incentive Plan "FOR"“FOR” the approval ofresolution approving an amendment to the Rent-A-Center, Inc. 2021 Long-Term Incentive Plan Five: Approval of the Declassification Amendments"FOR" the approval of the Declassification Amendments 20212023 Annual meeting.Meeting. Should any other matter requiring a vote of stockholders properly arise, the management proxy holders will use their discretion to vote the proxies in accordance with their best judgment in the interests of the Company. Unless otherwise stated, all shares represented by your completed, returned, and signed proxy will be voted as described above.How do I revoke my proxy if desired? Revocation Method Description of Process Revocation MethodDescription of Process New Proxy Card New Proxy CardDeliver a signed proxy, dated later than the first one, which proxy must be received by the Company prior to the vote at the 20212023 Annual Meeting New Internet/Telephone Proxy New Internet/Telephone ProxyVote at a later time on the Internet or by telephone, if you previously voted on the Internet or by telephone, which vote must be submitted prior to the deadline set forth above New Vote at 2023 Annual Meeting New Vote Online At 2021 Annual MeetingAttend the virtual meeting and vote onlinein person or by proxy (attending the virtual meeting alone will not revoke your proxy) Written Notice to the Company Deliver a signed, written revocation letter, dated later than the previously submitted proxy, to Bryan Pechersky, Executive Vice President — General Counsel & Corporate Secretary, at 5501 Headquarters Drive, Plano, TX 75024, which letter must be received by the Company on the business day prior to the vote at the 20212023 Annual Meeting
How many votes must each proposal receive to be adopted?How many votes must each proposal receive to be adopted? Proposal Required Vote for Approval ProposalRequired Vote for ApprovalImpact of Broker Non-Votes and
Abstentions
One: Election of Directors One: Election of DirectorsUnder our Bylaws,bylaws, directors are elected by a majority of the votes cast in uncontested elections. Accordingly, the numbers of votes cast "for"“for” a director nominee must exceed the number of votes cast "against"“against” that nominee. In contested elections, the vote standard would be a plurality of votes cast. Each share may be voted for each of the nominees, but no share may be voted more than once for any particular nominee. Broker non-votes and abstentions will not affect the outcome of the vote. Two: Ratification of the Audit & Risk Committee'sCommittee’s Selection of Ernst & Young LLP A majority of the votes cast is required to ratify Ernst & Young LLP as our independent registered public accounting firm. BrokersCertain brokers have discretionary authority in the absence of timely instructions from their customers to vote on this proposal. Abstentions will not affect the outcome of the vote. Three: Advisory Vote Onon Executive Compensation The affirmative vote of the holders of a majority in voting power of the shares of common stock present online or represented by proxy and entitled to vote at the meeting is required to approve the advisory resolution on executive compensation. Broker non-votes will not affect the outcome of the vote. Because abstentions are counted as shares present and entitled to vote on the proposal, each abstention will have the same effect as a vote "against"“against” this proposal. Four: Approval of an amendment to the Rent-A-Center,Upbound Group, Inc. 2021 Long-Term Incentive Plan The affirmative vote of the holders of a majority in voting power of the shares of common stock present online or represented by proxy and entitled to vote at the meeting is required to approve an amendment to the Rent-A-Center,Upbound Group, Inc. 2021 Long-Term Incentive Plan. Broker non-votes will not affect the outcome of the vote. Because abstentions are counted as shares present and entitled to vote on the proposal, each abstention will have the same effect as a vote "against"“against” this proposal. Five: Approval of the Declassification AmendmentsThe affirmative vote of the holders of at least eighty percent (80%) of the shares of common stock of the Company issued and outstanding as of the record date for the 2021 Annual Meeting is required to approve the Declassification Amendments.Broker non-votes and abstentions will have the same effect as a vote "against" this proposal. What are broker non-votes? customers'customers’ instructions. These broker non-votes will be included in determining whether a quorum exists. bank or broker is not permitted to vote your uninstructed shares in respect of “non-routine” matters, including Proposal One (election of directors), Proposal Three (advisory vote on executive compensation), or Proposal Four (approval of an amendment to the Rent-A-Center,Upbound Group, Inc. 2021 Long-Term Incentive Plan) or Proposal Five (approval of the Declassification Amendments). As a result, if you hold your shares in street name and you do not instruct your bank or broker how to vote, no votes will be cast on your behalf in respect of the foregoing matters. However, ifbank or broker how to vote in respect of certain “routine” matters, including Proposal Two (ratification of auditors), your bank or broker ismight be entitled to vote your shares.How will stockholders be able to participate in and ask questions at the 2021 Annual Meeting? The 2021 Annual Meeting will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/RCII2021. To participate in the virtual meeting, visit such website and enter the control number included on the Notice, proxy card or voting instruction form.The virtual meeting will provide substantially the same opportunities to participate as stockholders would have at an in-person meeting. Stockholders will be able to attend and participate online and submit questions prior to or during the meeting. Questions may be submitted in advance of the meeting prior to 11:59 p.m., Eastern Time, on June 7, 2021, by logging into www.proxyvote.com, entering your control number and, once past the login screen, clicking on "Submit Questions," choosing a question type, typing in your question, and clicking "Submit." Alternatively, questions may be submitted during the meeting by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/RCII2021, clicking on "Q&A," typing in your question, and clicking "Submit."As part of the 2021 Annual Meeting, we will hold a question and answer session, during which we intend to answer questions submitted prior to and during the meeting in accordance with the 2021 Annual Meeting procedures and which are pertinent to the Company and the meeting matters, as time permits. Questions or comments that are irrelevant to the business of the meeting or the Company's business, in furtherance of the personal or business interests of a stockholder, relate to material non-public information of the Company or pending or threatened litigation or investigations, derogatory to individuals or groups or not in good taste, related to personal grievances or are otherwise not suitable for the conduct of the meeting as determined in the sole discretion of the Company will not be answered. The Company may not respond to questions that are substantially repetitious of other statements made or questions received, or may group questions together by topic with a representative question read aloud and answered. Any questions pertinent to meeting matters that are not answered during the meeting due to time constraints will be posted online and answered at investor.rentacenter.com. The questions and answers will be available as soon as practical after the meeting and will remain available until one week after posting.The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Shareholders should ensure that they have a strong internet connection if they plan to attend and/or participate in the meeting. We encourage you to access the meeting website approximately 10-15 minutes prior to the start time to allow for any unforeseen technical issues, as the meeting webcast will begin promptly at 8:00 a.m., Central Time. If you encounter any difficulties accessing the virtual meeting, please call the technical support number that will be posted on the virtual meeting login page for assistance. Technical support will be available beginning at 7:45 a.m., Central Time, on the date of the meeting through the conclusion of the meeting.Who is soliciting my proxy?
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Currently, the number of directors constituting our entire Board is eight, divided into three classes. Directors inseven, each classof whom is elected at the annual meeting of stockholders to serve for a termone-year terms expiring at the following annual meeting of three years,stockholders and until his or her respective successor is duly elected and qualified, or until theirhis or her earlier death, resignation, disqualification or removal. One class of directors is elected each year at the annual meeting of stockholders.
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Two Class III directors are to be elected by our stockholders at the 2021 Annual Meeting. Our Board, upon recommendation of the Nominating and Corporate Governance Committee, has nominated (1) Glenn Marino to be re-elected, and (2) B.C. Silver, who was appointed to the Board in January 2021,seven sitting directors to be elected or re-elected as Class III directors by our stockholders. As noted above, Michael Gade determined not to stand for re-election at the 2021 Annual Meeting and will retireMr. Silver’s service as a director atended upon his resignation on January 28, 2023, which was not due to any disagreement with the end of his term atCompany on any matters relating to the 2021 Annual Meeting.
Company’s operations, practices or policies.
Mr. Marino and Mr. Silver have
Our Board recommends that you vote "FOR"“FOR” each of Mr. Marino and Mr. Silver.
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 ![[MISSING IMAGE: ph_jeffreybrown-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/ph_jeffreybrown-bwlr.jpg) | |
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Mr. Marino was appointed to the Board in February 2020. Mr. Marino brings 40 years of experience in the consumer retail finance industry, most recently serving as Executive Vice President, CEO — Payment Solutions and Chief Commercial Officer of Synchrony Financial, Inc., a $21 billion financial services company, from 2014 until 2018. Prior to the spin-off in 2014 of Synchrony by General Electric Corporation, Mr. Marino was an executive with the North American retail finance business of General Electric, serving as CEO — Payment Solutions and Chief Commercial Officer from 2012-2013, and CEO — Sales Finance from 2001 to 2011. From 1999 to 2001, Mr. Marino served as CEO of Monogram Credit Services, a joint venture between GE and BankOne (now JPMorgan Chase & Co.). Prior to that, Mr. Marino held various roles of increasing responsibility in finance, business development, credit risk, and marketing with General Electric and Citibank.
We believe Mr. Marino's extensive knowledge in retail finance, business development and banking provides a valuable perspective to our Board as we continue to grow our retail partnerships, particularly as it relates to the expansion of our Acima (formerly Preferred Lease) segment.
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Mr. Silver was appointed to the Board in January 2021. Mr. Silver is an accomplished marketing executive and entrepreneur who has established several startup companies in the financial services and technology industries. Mr. Silver currently serves as the founder of Grind Finance, a mobile banking company launched in 2019 designed to empower underserved communities. From 2017 to 2019, Mr. Silver served as President, Chief Marketing Officer for RushCard (which was acquired by Green Dot Corporation) and as General Manager-Consumer Division and Vice President of Digital Marketing and Account Acquisition for Green Dot Corporation, a financial technology leader and bank holding company that designs and deploys mobile banking and financial services products directly to consumers through one of the largest retail banking distribution platforms in America. From 2015 to 2017, Mr. Silver served as Senior Director of Marketing and Strategic Planning for Mars, Incorporated, a leading global consumer products company with a portfolio of confectionery, food and pet care products and services. Prior to Mars, Mr. Silver served in sales and marketing positions with The Clorox Company and Procter & Gamble.
Mr. Silver has extensive knowledge of the financial technology, consumer products and retail industries and strong marketing and leadership skills, which we believe are valuable assets as we continue to invest in our digital lease-to-own solutions across our business.
|
The terms of the following five members of our Board will continue past the 2021 Annual Meeting.
Terms to Expire at the 2022 Annual Meeting:
 |
|
Mr. Lewis brings over 30 years of experience in financial services and mortgage lending. From August 2018 until June 2019, he served as the CEO of Renovate America, Inc., a national home improvement fintech company focused on energy efficient home improvement lending. From 2016 to 2018, Mr. Lewis was a senior advisor for McKinsey & Company, a worldwide management consulting firm. From 2012 to 2015 he served as President and COO of Nationstar Mortgage, one of the largest mortgage servicers in the country. In that position, he grew Nationstar's servicing platform from $30 billion to $400 billion and mortgage origination portfolio from $1.8 billion to $25 billion while also building and managing Nationstar's relationship with the newly created industry regulator, the Consumer Financial Protection Bureau. Prior to Nationstar Mortgage, he held C-Suite and senior executive positions at Citi Mortgage, Fannie Mae, Resource Bancshares Mortgage Group and Nations Credit, among others.
We believe that Mr. Lewis' significant financial technology knowledge and broad experience with a similar customer demographic provides our Board with an important resource with respect to our e-commerce platform and our Acima (formerly Preferred Lease) segment.
 |
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Ms. McFate served from 2006 until October 2017 as the Chief Investment Officer of Xerox Corporation, a multinational document provider of multifunction document management systems and services, managing retirement assets for North American and UK plans. Previously, Ms. McFate served in various finance and treasury roles for a number of prominent insurance and financial services companies, including XL Global Services, Inc., a US-based subsidiary of XL Capital Ltd., a leading Bermuda-based global insurance and reinsurance company, American International Group, Inc., an American multinational property & casualty insurance, life insurance, and financial services provider, Prudential Insurance Company of America, an American Fortune Global 500 and Fortune 500 company whose subsidiaries provide life insurance, investment management and other financial products and services to both retail and institutional customers through the US and in over 30 other countries. Ms. McFate is a Chartered Financial Analyst. Ms. McFate also serves as a director and member of the investment and nominating committees of Argo Group International Holdings, Ltd.
Ms. McFate brings over 40 years of global corporate finance experience and a varied viewpoint to the Board which we believe supports us in our strategic initiatives and enhances our long-term vision, sustainable growth and shareholder value.
Terms to Expire at the 2023 Annual Meeting (unless the Declassification Amendments are approved):
 |
Chairman of the Board; Independent Director | |
| | ||||
 ![[MISSING IMAGE: ph_mitchellfadel-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/ph_mitchellfadel-bwlr.jpg) | | | Mitchell Fadel | |
| | Director; Chief Executive Officer Age: 65 Director Since: 2017 Committees Served: N/A Gender: Male Ethnicity: Caucasian; Middle Eastern | |
| | ||||
 ![[MISSING IMAGE: ph_chrishetrick-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/ph_chrishetrick-bwlr.jpg) | | | Christopher Hetrick | |
| | Independent Director Age: 44 Director Since: 2017 Committees Served: Compensation (chair); Nominating and Corporate Governance Gender: Male Ethnicity: Caucasian | |
| ![[MISSING IMAGE: ph_haroldlewis-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/ph_haroldlewis-bwlr.jpg) | | | Harold Lewis | |
| | Independent Director Age: 62 Director Since: 2019 Committees Served: Audit & Risk; Compensation Gender: Male Ethnicity: African American | |
| | ![[MISSING IMAGE: ph_glennmarino-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/ph_glennmarino-bwlr.jpg) | | | Glenn Marino | |
| | Independent Director Age: 66 Director Since: 2020 Committees Served: Audit & Risk; Nominating and Gender: Male Ethnicity: Caucasian | |
| | ![[MISSING IMAGE: ph_carolmcfate-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/ph_carolmcfate-bwlr.jpg) | | | Carol McFate | |
| | Independent Director Age: 70 Director Since: 2019 Committees Served: Audit & Risk; Nominating and Gender: Female Ethnicity: Caucasian | |
The following table provides
| | ![[MISSING IMAGE: ph_jenyou-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/ph_jenyou-bwlr.jpg) | | | Jen You | |
| | Independent Director Age: 41 Director Since: 2022 Committees Served: Compensation Gender: Female Ethnicity: Asian | |
(1)Mr. Gade has determined not to stand for re-election at the 2021 Annual Meeting and will retire as a director at that time.
|
![[MISSING IMAGE: tb_matrix-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/tb_matrix-bw.jpg)
The matrix below summarizesnominees, we believe that it is important that our directors understand the diverse populations that we serve. Indeed, Board membership should reflect diversity in its broadest sense, including persons diverse in background, geography, age, perspective, gender, and ethnic diversity on our Board (including Mr. Gade, who has determined notethnicity and the Nominating and Corporate Governance Committee strives to stand for re-election atensure that the 2021 Annual Meeting and will retire as a director at that time):
| | | | | | | | | | | | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | |
| | Board Diversity Matrix (as of the date of this proxy statement) | | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| | Board Size: | | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| Total Number of Directors | 8 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| | Gender: | | Male | | Female | | Non-Binary | | Gender Undisclosed | | ||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| Number of directors based on gender identity | 7 | 1 | — | — | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| | Number of directors who identify in any of the categories below: | | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| African American or Black | 2 | — | — | — | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| Alaskan Native or American Indian | — | — | — | — | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| Asian | — | — | — | — | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| Caucasian | 4 | 1 | — | — | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| Hispanic or Latino | — | — | — | — | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| Native Hawaiian or Pacific Islander | — | — | — | — | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| Two or More Races or Ethnicities | 1 | — | — | — | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| LGBTQ+ | — | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| Undisclosed | — | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
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Our Board has established corporate governance practices designed to serve the best interests of our Company and our stockholders. In this regard, our Board has, among other things, adopted:
|
Our Board has adopted a Code of Business Conduct and Ethics applicable to all members of our Board, as well as all of our employees, including our Chief Executive Officer, Chief Financial Officer, principal accounting officer and controller. The Code of Business Conduct and Ethics forms the foundation of a compliance program we have established as part of our commitment to responsible business practices that includes policies, training, monitoring and other components covering a wide variety of specific areas applicable to our business activities and employee conduct. A copy of the Code of Business Conduct and Ethics is published on our website at https://investor.rentacenter.com/investor.upbound.com/corporate-governance/governance-documents. We intend to make all required disclosures concerning any amendments to, or waivers from, this Code of Business Conduct and Ethics on our website.
|
Independent Chairman
Executive Officer and is in the best interests of the Company'sCompany’s stockholders. Separating these positions aligns the Chairman role with our independent directors, enhances the independence of our Board from management and allows our Chief Executive Officer to focus on developing and implementing our strategic initiatives and supervising our day-to-day business operations. Our Board believes that Mr. Brown is well situated to serve as Chairman because of his experience serving on the boards of directors of other public companies, including as lead director of MediFast, Inc. Mr. Brown works closely with Mr. Fadel to set the agenda for Board meetings and to coordinate information flow between the Board and management.
Jen You. The Board also previously determined that former director Mr. Silver was an “independent director” as defined by the Nasdaq listing rules.
| | Name | ||||||||
| | | | | Transactions/Relationships/Arrangements | | ||||
| Jeffrey Brown | | | Yes | | | None | | |
| Christopher Hetrick | | | Yes | | ||||
| | Employee of Engaged Capital, LLC, a | |||||||
| |||||||||
| |||||||||
| |||||||||
| |||||||||
| | | | Yes | | | None | | ||
| | Glenn Marino | | | Yes | | | None | | |
| | Carol McFate | | | Yes | | | None | | |
| | Jen You | | | Yes | | | None | |
(1)Mr. Gade has determined not to stand for re-election at the 2021 Annual Meeting and will retire as a director at that time.
Committees of the Board
The following table provides membership and meeting information for the Board and each of the Board'sBoard’s standing committees during 20202022 for our current and former directors and also describesreflects changes to committees as of the date of this proxy statement:
| | Name | | | Independent(1) | | | Audit & Risk Committee(2) | | | Compensation Committee | | | Nominating and Corporate Governance Committee | |
| | Jeffrey Brown | | | Yes | | | Chair | | | — | | | — | |
| | Mitchell Fadel | | | No | | | — | | | — | | | — | |
| | Christopher Hetrick | | | Yes | | | — | | | Chair | | | Member | |
| | Harold Lewis | | | Yes | | | Member | | | Member | | | — | |
| | Glenn Marino | | | Yes | | | Member | | | — | | | Member | |
| | Carol McFate | | | Yes | | | Member | | | — | | | Chair | |
| | B.C. Silver(4) | | | Yes | | | — | | | Former Member | | | Former Member | |
| | Jen You | | | Yes | | | — | | | Member(3) | | | — | |
| | Number of Committee Meetings in 2022 | | | — | | | 9 | | | 6 | | | 6 | |
| Name | Independent(1) | Audit & Risk Committee(2) | Compensation Committee | Nominating and Corporate Governance Committee | |||||
|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | |
| Jeffrey Brown | Yes | | Chair | — | — | ||||
| Mitchell Fadel | No | — | — | — | |||||
| Michael Gade(3) | Yes | | — | Member | Chair | ||||
| Christopher Hetrick | Yes | — | Chair | Member | |||||
| Harold Lewis | Yes | | Member | Member | — | ||||
| Glenn Marino | Yes | Member | — | Member(4) | |||||
| Carol McFate | Yes | | Member | — | Member(5) | ||||
| B.C. Silver | Yes | — | Member(4) | Member(4) | |||||
| | | | | | | | | | |
| Number of Committee Meetings in 2020 | — | | 9 | 7 | 5 | ||||
| | | | | | | | | | |
(1)- The Board has determined whether the director is independent as described above under
"Independent Directors"“Independent Directors”.
practices, including cybersecurity risk management.
The Audit & Risk Committee pre-approves all audit and non-audit services provided by our independent auditors, other than de minimis exceptions for non-audit services that may from time to time be approved by the Audit & Risk Committee. The Audit & Risk Committee may delegate pre-approval authority to one or more of its members from time to time or may adopt specific pre-approval policies and procedures; however, any such pre-approvals must in all cases be presented for ratification by the Audit & Risk Committee at its next scheduled meeting.
Nominating and Corporate Governance Committee
officers; and
|
General Risk Oversight
Cybersecurity Oversight
Our Nominating and Corporate Governance Committee assists the Board in overseeing the Company’s ESG actionsinitiatives and reporting. In the second quarter of 2023, we published our second annual ESG report, to communicate the Company’s ESG accomplishments, programs and objectives. As described further in our ESG Report, our ESG initiatives cover a wide range of areas of importance to our Company and our stakeholders and are ultimately driven by our mission to improvecore values and mission. This includes ensuring the qualityhealth and safety of life for our employees, customers and employees. We providecommunities and serving our communities by providing household and other durable goods to underserved cash and credit constrained customers and offeroffering an affordable and flexible way to furnish a home and obtain access to other essential items without incurring a long-term debt obligation or accessing credit. OurIn addition, our employees are offered competitive pay and benefits and paid time off, and we have a longstandinglong-standing history of promoting from within to support our employees in advancing their careers and professional development. Our charitable giving efforts are aligned with our desire to help the underserved, including hunger relief, family and youth empowerment, and disaster relief. We put our values into action by supporting causes that give families peace of mind and offer children opportunities that will help them reach their potential. We also strive to operate our retail stores efficiently to conserve the environment by optimizing our fleet of vehicles, implementing energy efficient lighting, recycling, and leasing energy efficient products.
In 2020, the COVID-19 pandemic created an unprecedented global health crisis and economic turmoil. The health and safety of our co-workers, customers and communities remained our top priorities as we navigated the impacts of the pandemic. Our culture of safety and the resilience of our co-workers served us well and allowed our stores to continue operating as an essential business so we could meet our customers' needs for critical household items. Our products allowed our customers and their families to focus on staying healthy and connected while they were forced to spend substantially more time at home and to address the economic dislocation caused by COVID-19. The Board was actively involved in the oversight of our COVID-19 responses throughout the year.
Also in 2020, the social unrest across the country gave rise to an important public discourse regarding racial justice and equality. With the support of our Board, we organized a series of town halls across our Company to openly discuss with our employees new programs and initiatives that would best support a diverse and inclusive workforce. Based on the feedback received, we have taken a number of initial steps. For example, we created a new Chief Diversity Officer position that will regularly report to the Board. While we intend to increase our overall focus on diversity within our development programs, the Chief Diversity Officer will take the lead in assessing the impact that proposed initiatives in our organization may have on our culture as well as in creating and implementing initiatives that are intended to promote an inclusive workforce. We have also implemented a program to deliver unconscious bias training to all employees. Further, we are launching additional Employee Resource Groups to continue the dialogue with our employees regarding our diversity initiatives.
Our company and our Board firmly believe we are able to effect positive social and environmental change, enhance business results and improve the wellbeingwell-being of our employees through our robust ESG program.
|
Cash Compensation
| | Position | | | 2022 Annual Retainer | | |||
| | All Non-Employee Directors (including the Chairman) | | | | $ | 77,500 | | |
| | Chairman of the Board | | | | $ | 175,000 | | |
| | Chair of the Audit & Risk Committee | | | | $ | 27,500 | | |
| | Other members of the Audit & Risk Committee | | | | $ | 15,000 | | |
| | Chair of the Compensation Committee | | | | $ | 25,000 | | |
| | Other members of the Compensation Committee | | | | $ | 10,500 | | |
| | Chair of the Nominating and Corporate Governance Committee | | | | $ | 20,000 | | |
| | Other members of the Nominating and Corporate Governance Committee | | | | $ | 10,000 | | |
| ||
| ||
| ||
| ||
| ||
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| ||
Additionally, each non-employee director receives $2,500 for each Board meeting attended in person (or, at the discretion of the Compensation Committee, via telephonic or other electronic means) and isDirectors are reimbursed for his or hertheir expenses in attending suchBoard and committee meetings.
In 2020, Messrs. Brown and Hetrick also served on multiple special committees of the Board in connection with specific matters and were entitled to a total of $20,000 each for such special committee service.
Retainers and meeting attendance feesdirector.
In addition, non-employee directors may elect to defer cash dividends otherwise payable on DSUs into
matching contribution.
awarded in 2021.
payments with respect to the shares underlying such DSU if, as and when any cash dividend is declared by the Board with respect to our common stock.
As of December 31, 2020, based on the closing price of our common stock on the Nasdaq Global Select Market of $38.29 per share as of such date, each of Messrs. Brown, Gade, Hetrick, Marino and Lewis and Ms. McFate met the foregoing guideline. Mr. Silver was appointed to the Board in January 2021.
2022
| | Name | | | Fees Earned or Paid in Cash(1) | | | DSUs(2) | | | Other Compensation(3) | | | Total | | ||||||||||||
| | Jeffrey Brown | | | | $ | — | | | | | $ | 499,698 | | | | | $ | 79,954 | | | | | $ | 579,652 | | |
| | Christopher Hetrick | | | | $ | — | | | | | $ | 284,060 | | | | | $ | 46,902 | | | | | $ | 330,962 | | |
| | Harold Lewis | | | | $ | 103,000 | | | | | $ | 132,494 | | | | | $ | 15,990 | | | | | $ | 251,484 | | |
| | Glenn Marino | | | | $ | 20,500 | | | | | $ | 243,154 | | | | | $ | 14,021 | | | | | $ | 277,675 | | |
| | Carol McFate | | | | $ | 56,252 | | | | | $ | 208,526 | | | | | $ | 18,780 | | | | | $ | 283,558 | | |
| | B.C. Silver(4) | | | | $ | 98,000 | | | | | $ | 132,494 | | | | | $ | 6,591 | | | | | $ | 237,085 | | |
| | Jen You | | | | $ | — | | | | | $ | 211,944 | | | | | $ | — | | | | | $ | 211,944 | | |
| Name | Fees Earned or Paid in Cash(1) | DSUs(2) | Other Compensation(3) | Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | |
Jeffrey Brown | | — | $ | 448,139 | $ | 48,067 | $ | 496,206 | |||||
Michael Gade(4) | $ | 108,000 | $ | 138,891 | $ | 62,792 | $ | 309,683 | |||||
Christopher Hetrick(5) | | — | $ | 155,159 | $ | 33,279 | $ | 188,438 | |||||
Harold Lewis | $ | 113,000 | $ | 189,046 | $ | 7,604 | $ | 309,650 | |||||
Glenn Marino(6) | $ | 19,844 | $ | 50,381 | $ | 892 | $ | 71,117 | |||||
Carol McFate | $ | 56,250 | $ | 241,797 | $ | 9,234 | $ | 307,281 | |||||
| | | | | | | | | | | | | | |
(1)- Includes
(a)annual retainers(b) meeting attendance fees and (c) any special committee feespaid in cash to each non-employee director with respect to services rendered in2020.2022. For directors who elected to defer cash fees into DSUs, those deferred amounts are included in the DSUs column to the extent such DSUs were awarded in2020. - 2022.
(5)Mr. Hetrick, by letterended upon his resignation on January 28, 2023, which was not due to any disagreement with the Company on any matters relating to theBoard of Directors, declined to accept director fees otherwise payable to him from April 16, 2020 through December 31, 2020 and requested that the Company instead dedicate the amount to employees of the Company that need it the most in light of the COVID-19 pandemic and its effects. Such fees amounted to $132,500 in the aggregate and are not reflected in the table above.(6)Mr. Marino was appointed to the Board of Directors in February 2020.
2023 Director NomineesChanges for 202120202022 meeting, the Compensation Committee reviewedconducted its annual review of the non-employee director compensation program as part of its annual review process. The Compensation Committee engaged an independent consulting firm, Korn Ferry, to assist with its review and recommendation to the Board of any changes to the program for 2021. Korn Ferry provided the Compensation Committee with market data regarding director compensation programs from our Peer Group and a comparison of our director compensation program to the market data, which was taken into account by the Compensation Committee.program. As a result of its review, the Compensation Committee recommended, and the Board approved, retaining the same compensation program elements and amounts for 20212023 as in 2020, other than an increase in the Chairman's annual retainer from $150,000 to $175,000 based on the market data provided by Korn Ferry.2022.Director Nominations
2022.
candidate's candidate’s experience with the experience of the other Board members, the fit of the individual'sindividual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board. In addition, the Nominating and Corporate Governance Committee considers the composition of the current Board and the Board'sBoard’s needs when evaluating the experience and qualification of director candidates. The Nominating and Corporate Governance Committee evaluates whether certain individuals possess the foregoing qualities and recommends to the Board candidates for nomination to serve as our directors. This process is the same regardless of whether the nominee is recommended by one of our stockholders.
re-elected.
|
Board Meetings and Executive Sessions
|
The Audit & Risk Committee has established procedures for (1) the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and
(2) the submission by our employees, on a confidential and anonymous basis, of concerns regarding questionable accounting or auditing matters. These procedures are posted on our website at https://investor.rentacenter.com/investor.upbound.com/corporate-governance/governance-documents.
|
Our Board has established a process by which stockholders and other interested parties may communicate with our Board, Board committees or individual directors. Stockholders or other interested parties may contact our Corporate Secretary by any one of the below methods. The Corporate Secretary will forward such communications to the Board, committees or individual directors, as applicable. However, the Corporate Secretary is not required to forward communications if it is determined the communication is (1) unrelated to the duties and responsibilities of the Board, (2) unduly hostile, threatening or illegal, or (3) obscene or otherwise deemed inappropriate.
| | ![[MISSING IMAGE: ic_telephone-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/ic_telephone-bw.jpg) | | | ![[MISSING IMAGE: ic_mail-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/ic_mail-bw.jpg) | | | ![[MISSING IMAGE: ic_email-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/ic_email-bw.jpg) | |
 | By telephone: 972-624-6210 | |  | By mail: Upbound Group, Inc. Attn: Corporate Secretary 5501 Headquarters Drive Plano, TX 75024 | |  | By e-mail: Upbound.Board@upbound.com | |
|
Policy on Review and Approval of Transactions with Related Persons
person transactions that are in, or are not inconsistent with, our best interests and those of our stockholders.
Investor Outreach
RATIFICATION OF THE SELECTION OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
|
The aggregate fees billed by E&Y for the years ended December 31, 20202022 and December 31, 2019, and the aggregate fees billed by KPMG LLP for the year ended December 31, 2019,2021, for the professional services described below, are as follows:
| | | | | 2022 | | | 2021 | | ||||||
| | Audit Fees(1) | | | | $ | 1,920,775 | | | | | $ | 2,419,085 | | |
| | Audit-Related Fees(2) | | | | $ | — | | | | | $ | — | | |
| | Tax Fees(3) | | | | $ | 60,034 | | | | | $ | 47,130 | | |
| | All Other Fees | | | | $ | — | | | | | $ | — | | |
| | 2020 | 2019 | |||||
|---|---|---|---|---|---|---|---|
| | | | | | | | |
Audit Fees1 | | $1,275,396 | | $1,692,105 | |||
Audit-Related Fees2 | $588,480 | — | |||||
Tax Fees3 | | $74,394 | | — | |||
All Other Fees | — | — | |||||
| | | | | | | | |
(1)- Represents the aggregate fees billed by E&Y
and KPMGfor (a) professional services rendered for the audit of our annual financial statements for the years ended December 31,20202022 and December 31,2019,2021, (b) the audit ofmanagement'smanagement’s assessment of the effectiveness of our internal control over financial reporting as of December 31,20202022 and December 31,2019,2021, and (c) reviews of the financial statements included in our Quarterly Reports on Form 10-Q and in our 2021 Long-Term Incentive Plan Form S-8 filed with the SEC.
- (2)
Harold Lewis
Glenn Marino
Carol McFate
| | ![[MISSING IMAGE: ph_anthonyblasquez-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/ph_anthonyblasquez-bw.jpg) | ||||
| | | | |||
| | ||||
| Executive Vice President — Rent-A-Center Business | ||||
| Age: 47 Gender: Male Ethnicity: Hispanic/Latino | | |||
| |||||
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Mitchell Fadel. Mr. Fadel has served as one of our directors since June 2017 and was named Chief Executive Officer on January 2, 2018. Mr. Fadel was self-employed prior to joining the Company after most recently serving as President — U.S. Pawn for EZCORP, Inc., a leading provider of pawn loans in the United States and Mexico, from September 2015 to December 2016. Prior to that, Mr. Fadel served as President of the Company (beginning in July 2000) and Chief Operating Officer (beginning in December 2002) each until August 2015, and also as a director of the Company from December 2000 to November 2013. From 1992 until 2000, Mr. Fadel served as President and Chief Executive Officer of the Company's subsidiary Rent-A-Center Franchising International, Inc. f/k/a ColorTyme, Inc. Mr. Fadel's professional experience with the Company also includes previously serving as a Regional Director and a District Manager.
Anthony Blasquez.Rent-A-CenterUpbound for 2225 years and has served in every field operations position in the Company, most recently Divisional Vice President of Operations from 2015 to 2020 prior to being promoted to his current position.Ann Davids. ![[MISSING IMAGE: ph_anndavids-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/ph_anndavids-bw.jpg)
Ann Davids Executive Vice President — Chief Customer and Marketing Officer
Age: 54
Gender: Female
Ethnicity: Caucasian Jason Hogg. ![[MISSING IMAGE: ph_sudeepgautam-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/ph_sudeepgautam-bwlr.jpg)
Sudeep Gautam Executive Vice President — Chief Technology and Digital Officer
Age: 52
Gender: Male
Ethnicity: Asian HoggGautam was named Executive Vice President — Preferred LeaseChief Technology and Digital Officer on January 16, 2023. Mr. Gautam has over 20 years of experience in leveraging technology in driving large-scale digital transformations, most recently in the private equity space with a focus on technology startups, specializing in driving disruptive digital solutions. Prior to this, Mr. Gautam was the Chief Digital Officer and member of the Executive Committee at Raytheon Technologies/Pratt & Whitney, one of the world’s largest jet-engine manufacturers, where he drove a company-wide digital transformation initiative. During the course of his career, he also held senior executive positions at Hewlett-Packard, Capgemini and Cognizant. Mr. Gautam received his Bachelor of Engineering in computer science from Bangalore University and a Master of Business Administration degree from the University of Texas at Dallas. He is also a graduate of the Executive Management Program from The Wharton School and a graduate of Thayer Leadership at the United States Military Academy at West Point.
| | ![[MISSING IMAGE: ph_fahmikaram-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/ph_fahmikaram-bw.jpg) | | | Fahmi Karam | |
| | Executive Vice President — Chief Financial Officer Age: 43 Gender: Male Ethnicity: Asian | |
| | ![[MISSING IMAGE: ph_tylermontrone-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/ph_tylermontrone-bw.jpg) | | | Tyler Montrone | |
| | Executive Vice President — Acima Age: 42 Gender: Male Ethnicity: Caucasian | |
| | ![[MISSING IMAGE: ph_bryanpechersky-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/ph_bryanpechersky-bw.jpg) | | | Bryan Pechersky | |
| | Executive Vice President — General Counsel & Corporate Secretary Age: 52 Gender: Male Ethnicity: Caucasian | |
profit and loss responsibility. Mr. Hogg has a proven track record as a leader and innovator in financial services and financial technology, with over 500 issued patent claims in complex technology systems. Prior to Aon, Mr. Hogg served as the CEO of Blackstone's B2R Holdings, L.P. from 2014 to 2016, where he led the organization to its first $1 billion in loans and to win the Innovator of the Year award from REFI Financing Awards in 2016. B2R was acquired by Finance of America. Mr. Hogg also founded, and served as the President and CEO of, Revolution Money, Inc., an alternative payment company from 2005 to 2010. Revolution Money was acquired by American Express in January of 2010. Following such acquisition, Mr. Hogg served as the President of American Express' Serve Enterprise division from 2010 to 2014. During his tenure, he launched the Bluebird alternative banking platform with Walmart and the Serve stored value platform, and established American Express' first mainland China office and operations while overseeing American Express' joint venture with LianLian.
Bryan Pechersky.Mr. Pechersky was named Executive Vice President — General Counsel & Corporate Secretary effective as of June 1, 2020. Mr. Pechersky oversees our legal department and government affairs department and risk management department.program. Prior to joining Rent-A-Center,Upbound, Mr. Pechersky served from 2010 through 2019 as Executive Vice President, — General Counsel and Corporate Secretary for Cloud Peak Energy Inc., a publicly traded mining and logistics supplier to U.S. and Asian utilities. From 2007 to 2010, Mr. Pechersky was Senior Vice President, General Counsel and Secretary for Harte-Hanks, Inc., a publicly traded worldwide, direct and targeted marketing company. From 2005 to 2007, Mr. Pechersky was Senior Vice President, Secretary and Senior Corporate Counsel for Blockbuster Inc., a publicly traded global movie and game entertainment retailer. From 2004 to 2005, Mr. Pechersky was Deputy General Counsel and Secretary for Unocal Corporation, a publicly traded international energy company acquired by Chevron Corporation in 2005. Prior to these positions, from 1996 to 2004, Mr. Pechersky was a capital markets, mergers and acquisitions and litigation attorney for Vinson & Elkins L.L.P., a leading global law firm. Mr. Pechersky also served as a Law Clerk to the Hon. Loretta A. Preska of the U.S. District Court for the Southern District of New York in 1995 and 1996.
Maureen Short. Ms. Short was named Executive Vice President — Chief Financial Officer on December 19, 2018. Ms. Short previously served as Interim Chief Financial Officer effective from December 2016 until December 2018, Senior Vice President — Finance, Investor Relations and Treasury from November 2014 until December 2016, as Senior Vice President — Finance, Analytics and Reporting from March 2013 until November 2014, and as Vice President — Finance, Analytics and Reporting from August 2010 until March 2013.
Catherine Skula. Ms. Skula was named Executive Vice President — Chief Development Officer effective November 23, 2020. Prior to that position, Ms. Skula
| | ![[MISSING IMAGE: ph_transienttaylor-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/ph_transienttaylor-bw.jpg) | | | Transient Taylor | |
| | Executive Vice President — Chief Human Resources Officer and Chief Diversity Officer Age: 57 Gender: Male Ethnicity: African American | |
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We are committed to maintaining a strong pay-for-performance culture. The compensation program is reviewed annually in order to assure that its objectives and components are aligned with the Company'sCompany’s strategic goals and culture, and also that it incentivizes short- and long-term profitability and ethical business conduct in accordance with our values.
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| Named Executive Officer | |||||
|---|---|---|---|---|---|
| | | Title | | ||
| | Mitchell Fadel | | | Chief Executive Officer | |
| Fahmi Karam | | | Executive Vice President — Chief Financial Officer | | |
| Maureen Short(1) | | | Former Executive Vice President — Chief Financial Officer | | |
| | Aaron Allred(2) | | | Former Executive Vice President — Acima | |
| | Bryan Pechersky | | | Executive Vice President — General Counsel and Corporate Secretary | |
| | Transient Taylor | | | Executive Vice President — Chief | |
| | Jason Hogg(3) | | | Former Executive Vice President — Acima | |
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executives' executives’ interests with those of our stockholders with the ultimate objective of increasing long-term stockholder value.
The Company's compensation philosophy is generally to position total direct compensation (base salary, annual incentive opportunity and long-term incentive compensation opportunity) around the 50th-75th percentile of similarly-situated public companies in the retail and consumer finance sectors. This includes companies in the Company's Peer Group described below. Cash compensation (base salary and annual incentive opportunity) is generally targeted at around the 50th percentile, and long-term incentive compensation is generally targeted at around the 75th percentile.
| Component | | | Overview | |
| Base Salary | | | Competitive base salaries are determined in large part through in-depth comparative analyses of comparable positions at companies in our Peer Group and | |
Annual Incentive Opportunity | | | Opportunity for an annual cash incentive award to align our executives with annual corporate and individual performance achievements. For | |
Long-Term Incentive Compensation Opportunity | | | Long-term incentive plan and | |
Compensation Program Design and Governance Policies
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| What We Do | | ||||
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| | | • Independent Compensation Consultant: Engagement by the Compensation Committee of an independent compensation consultant to conduct a formal evaluation of, and advise the Compensation Committee with respect to, the compensation arrangements for our Chief Executive Officer, as well as provide guidance with respect to the compensation of our senior executives • Rigorous Target Setting: Rigorous performance targets for our annual cash incentive and long-term incentive compensation programs • Total Reward Statement Review: Regular review by the Compensation Committee of total reward statements for the Chief Executive Officer and other • Ownership Guidelines: • Clawback Policy: Incentive compensation is subject to clawback, as described further in this proxy statement | | |
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| What We Do Not Do | | ||||
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| | | • No | | |
| | • No Gross-ups: Employee benefits are provided without tax gross-ups (other than certain relocation-related expenses) | | | • No | |
| | • No Excessive Perquisites: We provide only limited perquisites, as described in this CD&A | |
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202020202022 earnings announcement and in "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations” in our 20202022 Form 10-K, our Company had strong performance during 2020 despite the many challenges resulting from the COVID-19 pandemic onoverall economic conditions, the business environment, retail operations and supply chains. Highlightshighlights of our 20202022 results and significant accomplishments are described below:Acquisition: In December 2020, we entered into a definitive agreementdue to acquire Acima Holdings LLC, a leading provider of virtual lease-to-own solutions. The transaction was completedlower applications, tighter underwriting, and lower lease renewal rates.February 2021account management and significantly acceleratesunderwriting.growth plans. •Safely Continued Serving Customersnew parent company name, Upbound Group, Inc., in conjunction with adopting an enterprise organization structure to accelerate integration between businesses and Managed Through COVID-19 Challengesleverage best practices.Strong Results: oOurstrong backgrounds, including Chief Financial Officer, Chief Technology & Digital Officer and internal promotions. 2020 revenues of $2.8$4.2 billion, were up 5.4% versus 2019. oPreferred Lease (now known as our Acima segment) annual invoice volume rose over 20%, which drove 8.1% revenue growth in 2020. oWe realized twelve consecutive quarters of positive same store sales in the Rent-A-Center Business (+14.9%-11.2% compared to 2021 on a 2-year basis), withpro forma basis.*significant year over year increase in profitability. oRent-A-Center e-commerce increased 53% in the fourth quarter 2020pro forma basis, primarily due to 22%higher loss rates and lower revenue.*Rent-A-Center sales to end the year. oWe achieved significant year over year growth in our Adjusted EBITDA. •Strong Stock Price Performance: On December 31, 2019, our common stock closed at $28.84 per share. On December 31, 2020, our common stock closed at $38.29, an increase of approximately 33%. •Launched Preferred Dynamix Platform: Rent-A-Center launched its Preferred Dynamix platform, which includes a mobile application$1.36 and is also planned to include a marketplace to empower unbanked and underbanked consumers with more financial freedom. Preferred Dynamix's proprietary digital platform leverages new decisioning technology and a portfolio of new lease-to-own solutions to expand the ways that consumers and retailers transact. This platform is being integrated with that of Acima Holdings, LLC as part of our integration efforts. •Refranchised California Stores: On July 22, 2020, we entered into an asset purchase agreement to sell all 99 Rent-A-Center Business corporate stores in the state of California to an experienced franchisee. The sale was consummated on October 5, 2020.2020share repurchases.20202022 executive compensation program are discussed below:84.6%85% at-risk performance-based(performance-based) for the year ended December 31, 2020. Such percentage2022. This represents the Chief Executive Officer'sOfficer’s target annual incentive compensation and target long-term incentive compensation as a percentage of his total targetedtarget direct compensation. with Increases Over Prior Year: In establishing the 20202022 annual cash incentive plan targets for each metric, the Compensation Committee reviewed sensitivity analysesconsidered sensitivities to the key business drivers of Adjusted EBITDA, Rent-A-Center segment same store sales, invoice volume and free cash flowAcima segment revenues to establish rigorous threshold, target and maximum performance levels. In addition, target levelsAdjusted EBITDA and free cash flow were increased compared to the prior year targets. The metrics of same store sales and invoice volume were not used for purposes of assessingour Company’s annual financial performance in 2022 and the priorrigorous bonus plan targets established by the Compensation Committee, none of our named executive officers received a bonus plan payout for the 2022 performance year.
Retained 60%TheIn 2022, the Compensation Committee decided to retainmaintained the same percentage split betweenperformance stock unit weighting as in 2021, resulting in grants of time-vested restricted
•2021 Bonus Plan: The Preferred Lease revenue-based metric in the 2020 bonus plan (invoice volume) was replaced
•Expanded Ownership Guidelines: The Compensation Committee also expanded the covered officers under the Company's equity ownership guidelines to include, in addition to the Chief Executive Officer (5x base salary requirement), all Executive Vice Presidents (3x base salary requirement) and Senior Vice Presidents/Vice Presidents (1x base salary requirement).•Named Executive Officer Compensation Adjustments: As part of its annual review of the executive compensation program, the Compensation Committee made certain adjustments to the compensation amounts for individual named executive officers.
restricted stock unit vesting to be a ratable annual vesting rather than three-year cliff vesting to ensure the long-term incentive program is appropriately balanced between performance-based awards and time-vested awards and that it remains competitive to attract and retain executive talent.
Severance Arrangements
We have executive transition agreements with our other named executive officers who are current employees (other than Mr. Allred) to provide certain payments and benefits upon an involuntary termination of the named executive officer'sofficer’s employment or the occurrence of certain other circumstances that may affect the named executive officer. The Compensation Committee believes that such severance arrangements assist us in recruiting and retaining top-level talent. In addition, formalizing our severance practices benefits us (1) by providing us with certainty in terms of our obligations to an eligible executive in the event that our relationship with him or her is severed and (2) by virtue of the non-competition, non-solicitation and release provisions in our loyalty agreements, which inure to our benefit in the event that an eligible executive severs employment with us.
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The Compensation Committee typically begins the process of determining the amount and mix of total compensation to be paid to our senior executives, including our named executive officers, in December of each year and finalizes the amounts the following February. This enables the Compensation Committee to examine and consider our performance during the previous year in establishing the current year'syear’s compensation. During the Compensation Committee'sCommittee’s annual review of the executive compensation program, the Compensation Committee primarily considers market and Peer Group data (as described below), input provided by the Compensation Committee’s independent compensation consultant and by our Human Resources department, and input of the Chief Executive Officer other than with respect to his own compensation. The Compensation Committee also considers experience, responsibilities, competencies and individual performance.
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| Big Lots Inc. | | | Brinker International Inc. | | Conn’s | | ||||||||
| | FirstCash, Inc. | | | H&R Block, Inc. | | | La-Z-Boy Incorporated | |||||||
| | OneMain Holdings | | ||||||||||||
| | Sally Beauty, Inc. | ||||||||||||||
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| | | | | The Western Union Company | | | PROG Holdings | | |||||||
This Peer Group was approved by the Compensation Committee in the fall of 2019 based on work performed by Korn Ferry for use in connection with compensation decisions to be made for the 2020 fiscal year.
Finally, variouslonger publicly traded and add Bread Financial Holdings, Inc.
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The following forms of compensation are currently utilized by the Compensation Committee in compensating our named executive officers:
| | Name(1) | | | 2021 Base Salary | | | 2022 Base Salary | | ||||||
| | Fadel | | | | $ | 1,100,000 | | | | | $ | 1,100,000 | | |
| | Karam(2) | | | | $ | — | | | | | $ | 1,000,000 | | |
| | Allred(2) | | | | $ | — | | | | | $ | 500,000 | | |
| | Pechersky | | | | $ | 365,000 | | | | | $ | 375,950 | | |
| | Taylor(2) | | | | $ | — | | | | | $ | 406,016 | | |
| Name | 2018 Base Salary | 2019 Base Salary | 2020 Base Salary | |||
|---|---|---|---|---|---|---|
| | | | | | | |
Mitchell Fadel(1) | $800,000 | $1,000,000 | $1,000,000 | |||
Maureen Short(2) | $362,000 | $416,300 | $441,278 | |||
Ann Davids(3) | $330,000 | $339,900 | $350,097 | |||
Jason Hogg(4) | — | — | $600,000 | |||
Catherine Skula(5) | $325,338 | $335,098 | $350,000 |
(1)Mr. Fadel was named Chief Executive Officer effective as of January 2, 2018.(2)- The base salary is not shown for Ms. Short because she departed the Company effective September 28, 2022 and is not a current employee. Ms. Short’s base salary was increased from $500,000 to $515,000 in 2022.
officer'sofficer’s base salary, with such percentage amount set in accordance with the named executive officer'sofficer’s position and responsibilities with us. The ultimate payouts pursuant to our annual cash incentive program for prior year performance are typically approved by the Compensation Committee in February at the same time that all compensation (including base salaries, target annual cash incentive compensation, and target long-term incentive compensation) for our named executive officers for the current year is reviewed and approved. This timing enables the Compensation Committee to evaluate the named executive officer'sofficer’s performance during the prior performance year, as well as determine performance targets for the new fiscal year in light of the previous year'syear’s performance. Payouts under the plan may range from 0% to 200% of target compensation.
- profitability:
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Threshold — Less than $553 million Target — $650 million Maximum — Greater than or equal to | | | ||||||||
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Threshold — Less than -3.0% growth Target — 0% growth Maximum — Greater than or equal to | | | ||||||||
| | | Acima Segment Revenues | | | | |||||
Threshold — Less than Target — Maximum — Greater than or equal to | ||||||||||
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| | Officer | | | 2022 Target Cash Incentives as a Percentage of Base Salary | | ||||||
| | Fadel | | | | | 135% | | | |||
| | | | | | 100% | | | ||||
| | Karam | | | | | N/A(1) | | | |||
| | Pechersky | | | | | 60% | | | |||
| | Taylor | | | | | 60% | | | |||
Despite
this proxy statement.
| | | Metric | | | | Weighting (% of total bonus opportunity) | | | | 2022 Performance | | | | Percent of 2022 Target Achieved | | | | Payout for 2022 (% of Target) | | |
| | | Adjusted EBITDA(1) | | | | 50% | | | | $459 million | | | | 71% | | | | 0% | | |
| | | Rent-A-Center Segment Same Store Sales | | | | 25% | | | | -4.4% | | | | 0% | | | | 0% | | |
| | | Acima Segment Revenues | | | | 25% | | | | $2,110 million | | | | 84% | | | | 0% | | |
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| | Metric | | Weighting (% of total bonus opportunity) | | 2020 Performance | | Percent of 2020 Target Achieved | | Payout for 2020 (% of Target) | | ||||||||||
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| Rent-A-Center Business segment same store sales | 25% | 9.0% | 598.4% | 200% | ||||||||||||||||
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| Acima segment invoice volume (formerly known as the Preferred Lease segment) | 25% | $707 million (1) | 102.1% (1) | 120% | ||||||||||||||||
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| Adjusted EBITDA (2) (3) | 40% | $344 million | 124.1% | 200% | ||||||||||||||||
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| Free Cash Flow (2) (3) | 10% | $202 million | 168.3% | 200% | ||||||||||||||||
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(1)Represents an adjustment to the invoice volume achievement calculation made by the Compensation Committee based on a detailed review of the estimated lost volumes due to the COVID-19 pandemic. The COVID-19 pandemic had an adverse impact on invoice volumes for our retail partner business due to our retail partners' supply chain disruptions and their substantial store closures for portions of 2020. This impact was beyond the control of our management team. As a result and because the bonus targets, including invoice volumes, were all established prior to the pandemic and were not subsequently adjusted during 2020, the Compensation Committee determined it was appropriate to adjust the achievement of the invoice volume metric from 91.3% to 102.1% to offset the estimated adverse impacts described above. This resulted in an overall 180% payout on the 2020 bonus plan, compared to 155% in the absence of the invoice volume adjustment.(2)- Adjusted EBITDA is a non-GAAP financial measure calculated as net earnings before interest, taxes, stock-based compensation, depreciation and amortization, as adjusted for certain gains and charges we view as extraordinary, unusual or non-recurring in nature and which we believe do not reflect our core business activities.
Free Cash Flow is a non-GAAP financial measure calculated as cash flows from operating activities less capital expenditures. (3)- In reviewing our actual
20202022 performance relative to the performance targets, the Compensation Committee determined that it would be appropriate, consistent with past practices, to adjust Adjusted EBITDA to exclude the impact of the bonus payout itself. No other adjustments were made to AdjustedEBITDA, and no adjustments were made to Free Cash Flow.
statement, for additional information.
In February 2020, the Compensation Committee approved theThe target equity award percentages for 2020values in 2022 for each of our named executive officers. The following table highlights the named executive officers' target 2020 equity award values as a percentage of each executive's base salary and provides a comparison to the previous two years:
2020 Named Executive OfficerLTIP Target Award Percentages(% of base salary, rounded to the nearest 1%)
| | Officer | | | 2022 Target Equity Award Values as a Percentage of Base Salary | | |||
| | Fadel | | | | | 415% | | |
| | Allred | | | | | 200% | | |
| | Karam | | | | | N/A(1) | | |
| | Pechersky | | | | | 90% | | |
| | Taylor | | | | | 90% | | |
| Name | 2018 | 2019 | 2020 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
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Mitchell Fadel | | 250% | | 350% | | 415% | ||||
Maureen Short | 75% | 130% | 130% | |||||||
Ann Davids | | 85% | | 85% | | 85% | ||||
Jason Hogg | — | — | —(1) | |||||||
Catherine Skula | | 85% | | 85% | | 85%(2) | ||||
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(1)- Mr.
HoggKaram joined the Company inJune 2020, several months after the Company's annualOctober 2022 and a 2022 target equityawards to executives. Mr. Hogg's 2020 LTIPawardwas made in connection with his hiring and took into account, among other considerations, the fact that Mr. Hogg would be forfeiting equity from a previous employer. Accordingly, his initial award in 2020value was not established as a specific percentage of his basesalary. (2)Ms. Skula's LTIP Target Award Percentage was increased from 85% to 90% of basesalary, as described inNovember 2020the section “Compensation Discussion and Analysis — Executive Changes” below inconnection with her promotion to Executive Vice President — Chief Development Officer.
Consistent with prior years, the
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The Compensation Committee selected the S&P 1500 Specialty Retail Index as the comparison group for measuring our relative TSR over the applicable measurement period. The Compensation Committee selected this comparison group because it includes many of the Company'sCompany’s peers, represents the overall retail environment, and, in the determination of the Compensation Committee, was comprised of the companies most similar, in terms of operations and scope of operations, to the Company. The Compensation Committee adopted the following payout ranges applicable to the 20202022 awards of performance-based restricted stock units:
| | Performance Stock Unit Payout Chart | | ||||||||||||
| | UPBD’s TSR Percentile Rank in the S&P 1500 Specialty Retail Index | | | Payout | | |||||||||
| | >= | | | < | | | | | | | | |||
| | 90% | | | | | 100% | | | | | | 200% | | |
| | 80% | | | | | 90% | | | | | | 175% | | |
| | 70% | | | | | 80% | | | | | | 150% | | |
| | 60% | | | | | 70% | | | | | | 125% | | |
| | 50% | | | | | 60% | | | | | | 100% | | |
| | 40% | | | | | 50% | | | | | | 75% | | |
| | 30% | | | | | 40% | | | | | | 50% | | |
| | 25% | | | | | 30% | | | | | | 25% | | |
| | 0% | | | | | 25% | | | | | | 0% | | |
| Payout Chart | ||||||||||||||
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| RCII's TSR Percentile Rank in the S&P 1500 Specialty Retail Index | RCII's TSR Actual Rank in the S&P 500 Specialty Retail Index | | ||||||||||||
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| > | £ | Low | High | Payout | ||||||||||
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| | 90% | | 100% | | 1 | | 7 | | 200% | |||||
| 80% | 90% | 8 | 13 | 175% | ||||||||||
| | 70% | | 80% | | 14 | | 19 | | 150% | |||||
| 60% | 70% | 20 | 25 | 125% | ||||||||||
| | 50% | | 60% | | 26 | | 31 | | 100% | |||||
| 40% | 50% | 32 | 37 | 75% | ||||||||||
| | 30% | | 40% | | 38 | | 43 | | 50% | |||||
| 25% | 30% | 44 | 46 | 25% | ||||||||||
| | 0% | | 25% | | 47 | | 61 | | 0% | |||||
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See the columns "Stock Awards"“Stock Awards” and "Option Awards"“Option Awards” in the table appearing in the section "Compensation“Compensation Tables — Summary Compensation Table"Table” and the column "Estimated“Estimated Future Payouts Under Equity Incentive Plan Awards"Awards” in the table appearing in the section "Compensation“Compensation Tables — Grants of Plan-Based Awards"Awards” below in this proxy statement for threshold, target, and maximum amounts payable to our named executive officers under the 20202021 long-term incentive performance-based awards.
Say2020.
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Prior to January 1, 2023, we had an executive transition agreement with Mr. Allred. His executive transition agreement was replaced by his transition agreement, which provides that he is no longer eligible to receive severance in connection with any future separation from the Company.
Death
connection with a change in control) with respect to a termination without "cause," except that“cause,” with the named executive officer will be entitled to receive:
- following modifications:
months.
Arrangements with Mr. Fadel
Respect to Long-Term Incentive Plans
•unpaid but earned base salary throughvest on the date oftermination;•a pro rata bonus calculated basedsuch termination
If we terminate Mr. Fadel'stermination of the award holder’s employment for "cause," or if Mr. Fadel terminates his employmentother service with us for any reason other than death, disability or for "good reason," Mr. Fadeldeath, any unvested restricted stock units will thereupon terminate and be entitledcanceled.
If Mr. Fadel's employment is terminated because of death or disability, then any unvested performance stock units will vest on a pro-rata basis at target (as determined by us without "cause" (as defined in the employment agreement) or by Mr. Fadel for "good reason," Mr. Fadel will be entitled to receive:
•unpaid but earned base salary through the date of termination;•a pro rata bonus calculated based upon Mr. Fadel's bonus amount from the previous year;•two times the sum of Mr. Fadel's (x) highest annual rate of salary during the previous 24 months and (y) his target cash bonus amount for the calendar year in which the termination occurs, payable in equal monthly installments over a period of 24 months; and•continued health insurance coverage for Mr. Fadel and Mr. Fadel's spouse and covered dependents for up to 24 months.
If we terminate Mr. Fadel's employment without "cause" or if Mr. Fadel terminates his employment for "good reason," within the period beginning six months prior to a change in control or, if such change in control results in a person beneficially owning 40% or more of the voting power of the Company or is pursuant to a consolidation, merger or reorganization (subject to certain exceptions), beginningCompensation Committee) on the date of such termination of employment. In addition, upon the definitive agreement pursuant to which the change in control is consummated and ending on the first anniversarytermination of the date of the change in control, then Mr. Fadelaward holder’s employment or other service with us for any reason other than disability or death, any unvested performance stock units will thereupon terminate and be entitled to receive in a lump sum the same aggregate severance payments and benefits as described above for a termination not in connection with a change in control. The Compensation Committee or the Board may condition the payment of severance or benefits on the execution and delivery by Mr. Fadel of a general release in favor of us, our affiliates and our officers, directors, and employees, provided that no such release will be required for the payment to Mr. Fadel of accrued compensation. If payments would subject Mr. Fadel to excise tax under section 4999 of the Code, or the Company would be denied a deduction under Section 280G of the Code, then the amounts otherwise payable to Mr. Fadel will be reduced by the minimum amount necessary to ensure Mr. Fadel will not be subject to such excise tax and the Company will not be denied any such deduction.
Mr. Fadel is also subject to a Loyalty and Confidentiality Agreement which provides non-competition, non-solicitation and release provisions for the benefit of the Company that remain in effect during the period of employment and an additional period of two years thereafter.
Options
Arrangements With Respect to Long-Term Incentive Plans
Pursuant to the 2016
Under the 2016 Plan and certain prior long-term incentive plans, the term "exchange transaction" meansupon a merger (other than in which the holders of our common stock immediately prior thereto have the same proportionate ownership of common stock in the surviving corporation immediately thereafter), consolidation, acquisition or disposition of property or stock, separation, reorganization (other than a reincorporation or the creation of a holding company), liquidation of us or any other similar transaction or event so designated by our Board, as a result of which our stockholders receive cash, stock or other property in exchange for orqualifying termination in connection with their shares of our common stock.
Pursuant to stock compensation agreements under the 2016 Plan and certain prior long-term incentive plans, if the individual's employment with us is terminated because of death or disability, or there is a change in ownershipcontrol. If an award holder’s employment or other service is terminated by the Company or any successor entity thereto without “cause” or by the award holder for “good reason” (as each such term is defined in the applicable award agreement or an award holder’s executive transition agreement or employment agreement, if applicable) upon or within two (2) years after a “change in control” (as defined in the 2021 Plan), (1) each award granted to such award holder prior to such change in control will become fully vested (including the lapsing of us, then any unvested restricted stock units will vest onall restrictions and conditions) and, as applicable, exercisable as of the date of such termination of employment or immediately priorother service, and (2) any shares deliverable pursuant to the consummationstock units will be delivered promptly (but no later than fifteen (15) days) following such termination.
Under eachto constitute at least a majority of the stock compensation agreements,Board, provided that any person becoming a director subsequent to the term "changebeginning of such period, whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the Company’s proxy statement in ownership"which such person is definednamed as any transactiona nominee for director, without written objection to such nomination) will be an Incumbent Director; provided, however, that no individual initially elected or seriesnominated as a director of transactionsthe Company as a result of whichan actual or publicly threatened election contest with respect to directors or as a result of any oneother actual or publicly threatened solicitation of proxies by or on behalf of any person other than the Board will be deemed to be an Incumbent Director;
Policies and Risk Mitigation
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Shares of our common stock that count toward meeting the foregoing equity ownership requirements include:
As of December 31, 2020, based on the closing price of our common stock on the Nasdaq Global Select Market of $38.29 per share as of such date, each of Ms. Short and Ms. Skula satisfied the new equity ownership guidelines. Each of our named executive officers is required to comply with the ownership guidelines no later than December 1, 2025.
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Below sets forth our reasonable estimate, calculated in a manner consistent with the requirements of Item 402(u) of Regulation S-K, of the ratio of the annual total compensation for fiscal year 2020 of our current Chief Executive Officererroneously awarded incentive-based compensation. In February 2023, Nasdaq proposed new listing standards pursuant to that of the median of the annual total compensation for all of our other employees (the "CEO Pay Ratio"). Please note that due to the flexibility in estimates, assumptions and adjustments permittedsuch rules. Our Board will address any clawback policy revisions required by the SEC in calculating such ratio, the CEO Pay Ratio may not be comparablefinal listing standards prior to those presented by other companies, even other companies operating in the same industries as Rent-A-Center.
We identified our median employee using our employee population (excluding our Chief Executive Officer) as of December 31, 2020, which consisted of approximately 13,648 full-time, part-time, seasonaltheir effective date.
We selected the median employee first by using a consistently applied compensation measure of annual base pay, which reflects (i) for salaried employees, base salary, and (ii) for hourly employees, annualized base hourly compensation assuming that full-time and part-time workers work 2,080 and 1,040 hours per year, respectively, which calculation excluded any wages in respect of guaranteed overtime. After narrowing the population of potential median employees to normalize for potential drivers of pay differential (e.g., based on factors such as bonus eligibility and active status of employment), our median employee was randomly selected from a pool of 83 individuals. The annual base pay of our employees located in Mexico was converted to U.S. dollars using an exchange rate of 19.913 Mexican pesos to $1.00 U.S. dollar, reflecting the exchange rate reported by the U.S. Department of the Treasury as of December 31, 2020. We did not make any cost of living adjustments to annual base pay in identifying our median employee.
Our median employee identified using the assumptions and methodologies described above was located in Florida and served in an hourly position as a Customer Account Representative. Our median employee was furloughed for a period of approximately 1.5 months during fiscal year 2020 in connection with our response measures related to the COVID-19 pandemic and temporary and partial operational closures throughout the U.S. and Mexico.
The 2020 annual total compensation of our median employee, calculated using the same methodology used to calculate the same metric for our named executive officers in the Summary Compensation Table in this Proxy Statement, was $33,055. Comparing this to our Chief Executive Officer's 2020 annual total compensation of $9,217,950, we estimate that the CEO Pay Ratio was approximately 279:1. For informational purposes only (and not as a substitute for the foregoing ratio), the estimated 2020 annual total compensation of our median employee would have been approximately $37,444 on an annualized basis had such employee not been furloughed, which would have yielded an estimated CEO Pay Ratio of approximately 246:1.
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Messrs. Gade, Hetrick and LewisMs. You each served as members of the Compensation Committee for all or a portion of 2020.2022. Each such member or former member (in the case of Mr. Silver) is independent and no member of the Compensation Committee (1) has ever been employed by us, as an officer or otherwise, or (2) has or had any relationships requiring disclosure in this proxy statement pursuant to Item 404(a) of Regulation S-K.
In addition, during 2020,2022, none of our executive officers served as a member of the compensation or similar committee or as a member of the board of directors of any other entity having an executive officer that also served on the Compensation Committee or Board of Rent-A-Center.
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Section 162(m) of the Internal Revenue Code (the "Code") generally prohibits a federal income tax deduction to public companies for compensation over $1,000,000 paid to a "covered“covered employee."” A "covered employee"“covered employee” includes (a) the Chief Executive Officer, (b) the Chief Financial Officer, (c) the three other most highly compensated executive officers, and (d) any individual who was a covered employee for any taxable year beginning after December 31, 2016. The Compensation Committee is not limited to paying compensation that is fully deductible and may determine it is appropriate to provide compensation that may exceed deductibility limits in order to recognize performance, meet market demands, retain key executives, and take into account other appropriate considerations.
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Harold Lewis
Jen You
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The following table summarizes the compensation earned by our named executive officers in fiscal year 2020,2022, as well as the compensation earned by such individuals in each of fiscal year 20192021 and fiscal year 2018,2020, if serving as ana named executive officer during that time. OurExcept for a one-time signing bonus for Mr. Karam, our named executive officers were not entitled to receive payments whichthat would be characterized as "Bonus"“Bonus” payments for purposes of the Summary Compensation Table for 2020, 20192022, 2021 and 2018.
| Name and Principal Position | | | Year | | | Salary | | | Bonus | | | Stock Awards(1) | | | Option Awards(1) | | | Non-Equity Incentive Plan Compensation(2) | | | All Other Compensation(3) | | | Total | | ||||||||||||||||||||||||
Mitchell Fadel Chief Executive Officer | | | | | 2022 | | | | | $ | 1,100,000 | | | | | $ | — | | | | | $ | 5,116,846 | | | | | $ | — | | | | | $ | — | | | | | $ | 63,204 | | | | | $ | 6,280,050 | | |
| | | | 2021 | | | | | $ | 1,078,846 | | | | | $ | — | | | | | $ | 8,687,619 | | | | | $ | — | | | | | $ | 1,900,800 | | | | | $ | 65,496 | | | | | $ | 11,732,761 | | | ||
| | | | 2020 | | | | | $ | 998,077 | | | | | $ | — | | | | | $ | 4,882,607 | | | | | $ | 829,998 | | | | | $ | 2,430,000 | | | | | $ | 77,268 | | | | | $ | 9,217,950 | | | ||
Fahmi Karam(4) Chief Financial Officer | | | | | 2022 | | | | | $ | 153,846 | | | | | $ | 500,000 | | | | | $ | 1,999,992 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 2,653,838 | | |
Maureen Short(5) Former Chief Financial Officer | | | | | 2022 | | | | | $ | 392,981 | | | | | $ | — | | | | | $ | 750,432 | | | | | $ | — | | | | | $ | — | | | | | $ | 262,480 | | | | | $ | 1.405,893 | | |
| | | | 2021 | | | | | $ | 487,578 | | | | | $ | — | | | | | $ | 1,236,993 | | | | | $ | — | | | | | $ | 384,000 | | | | | $ | 40,783 | | | | | $ | 2,149,354 | | | ||
| | | | 2020 | | | | | $ | 434,665 | | | | | $ | — | | | | | $ | 636,749 | | | | | $ | 108,237 | | | | | $ | 476,580 | | | | | $ | 42,391 | | | | | $ | 1,698,623 | | | ||
Aaron Allred(6)(7) Former Executive Vice President - Acima | | | | | 2022 | | | | | $ | 515,000 | | | | | $ | — | | | | | $ | 1,120,895 | | | | | $ | — | | | | | $ | — | | | | | $ | 22,594 | | | | | $ | 1,658,490 | | |
Bryan Pechersky(6) Executive Vice President - General Counsel and Corporate Secretary | | | | | 2022 | | | | | $ | 373,634 | | | | | $ | — | | | | | $ | 379,255 | | | | | $ | — | | | | | $ | — | | | | | $ | 272,555 | | | | | $ | 1,025,443 | | |
| | | | 2021 | | | | | $ | 361,827 | | | | | $ | — | | | | | $ | 625,168 | | | | | $ | — | | | | | $ | 256,960 | | | | | $ | 36,104 | | | | | $ | 1,280,059 | | | ||
Transient Taylor(6)(7) Executive Vice President - Chief Human Resources Officer and Chief Diversity Officer | | | | | 2022 | | | | | $ | 404,744 | | | | | $ | — | | | | | $ | 809,600 | | | | | $ | — | | | | | $ | — | | | | | $ | 14,386 | | | | | $ | 1,228,730 | | |
Jason Hogg(8) Former Executive Vice President - Acima | | | | | 2022 | | | | | $ | 158,654 | | | | | $ | — | | | | | $ | 1,751,386 | | | | | $ | — | | | | | $ | — | | | | | $ | 569,778 | | | | | $ | 2,479,818 | | |
| | | | 2021 | | | | | $ | 619,711 | | | | | $ | — | | | | | $ | 2,973,540 | | | | | $ | — | | | | | $ | 800,000 | | | | | $ | 21,685 | | | | | $ | 4,414,936 | | | ||
| | | | 2020 | | | | | $ | 311,538 | | | | | $ | — | | | | | $ | 3,499,998 | | | | | $ | — | | | | | $ | 1,080,000 | | | | | $ | 297,931 | | | | | $ | 5,189,467 | | | ||
Name and Principal Position | Year | Salary | Stock Awards(1) | Option Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | |||||||||||||||
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Mitchell Fadel | | 2020 | $ | 998,077 | $ | 4,882,607 | $ | 829,998 | $ | 2,430,000 | $ | 77,268 | $ | 9,217,950 | ||||||||
Chief Executive Officer | 2019 | $ | 953,846 | $ | 5,222,035 | $ | 700,002 | $ | 1,690,000 | $ | 99,522 | $ | 8,665,405 | |||||||||
| | 2018 | $ | 800,000 | $ | 2,156,237 | $ | 388,141 | $ | 1,488,000 | $ | 29,632 | $ | 4,862,010 | |||||||||
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Maureen Short | 2020 | $ | 434,665 | $ | 636,749 | $ | 108,237 | $ | 476,580 | $ | 42,391 | $ | 1,698,623 | |||||||||
Chief Financial Officer | | 2019 | $ | 406,902 | $ | 807,439 | $ | 201,537 | $ | 386,951 | $ | 39,805 | $ | 1,842,634 | ||||||||
| 2018 | $ | 362,000 | $ | 292,711 | $ | 52,690 | $ | 302,994 | $ | 30,444 | $ | 1,040,839 | ||||||||||
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Ann Davids | | 2020 | $ | 347,070 | $ | 339,928 | $ | 57,782 | $ | 315,087 | $ | 36,348 | $ | 1,096,215 | ||||||||
Executive Vice President — | 2019 | $ | 337,615 | $ | 431,084 | $ | 57,781 | $ | 287,216 | $ | 33,258 | $ | 1,146,954 | |||||||||
Chief Customer and Marketing Officer | | 2018 | $ | 276,692 | $ | 302,413 | $ | 54,436 | $ | 306,900 | $ | 45,551 | $ | 679,092 | ||||||||
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Jason Hogg(4) | 2020 | $ | 311,538 | $ | 3,499,998 | — | $ | 1,080,000 | $ | 297,931 | $ | 5,189,467 | ||||||||||
Executive Vice President — Acima | | | | | | | | |||||||||||||||
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Catherine Skula | 2020 | $ | 335,887 | $ | 335,119 | $ | 56,965 | $ | 306,376 | $ | 36,673 | $ | 1,071,019 | |||||||||
Executive Vice President — | | 2019 | $ | 332,846 | $ | 424,979 | $ | 56,969 | $ | 283,158 | $ | 36,379 | $ | 1,134,331 | ||||||||
Chief Development Officer | 2018 | $ | 325,338 | $ | 298,139 | $ | 91,669 | $ | 302,564 | $ | 40,547 | $ | 1,058,257 |
(1)- The amounts reflected in this column are the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for each award of stock option, restricted stock unit and performance stock unit awards in
2020, 20192022, 2021 and20182020 to the applicable named executive officer. Assumptions used in the calculation of these amounts are included in Note O to our audited financial statements for our fiscal year ended December 31,2020,2022, included in our20202022 Form 10-K and our Annual Reports on Form 10-K for prior years.
Name Mitchell Fadel Maureen Short Ann Davids Jason Hogg Catherine Skula20202022 included in the All Other Compensation column in the Summary Compensation Table above. Name
Contributions(1)
Premiums(2) Total Mitchell Fadel $ 25,594 $ 34,142 $ — $ 3,468 — $ 63,204 Fahmi Karam $ — $ — $ — $ — — $ — Maureen Short $ 20,338 $ 14,577 $ — $ 9,421 $ 218,144 $ 262,480 Aaron Allred $ — $ 22,594 $ — $ — — $ 22,594 Bryan Pechersky $ 11,116 $ 18,595 $ 239,286 $ 3,557 — $ 272,555 Transient Taylor $ 5,365 $ 9,020 $ — $ — — $ 14,386 Jason Hogg $ — $ 5,686 $ — $ — $ 564,092 $ 569,778 Company Matching
Contributions(1) Value of Insurance
Premiums(2) Relocation(3) Other(4) Total $ 38,904 $ 30,836 — $ 7,528 $ 77,268 $ 24,423 $ 13,845 — $ 4,123 $ 42,391 $ 17,533 $ 15,698 — $ 3,117 $ 36,348 $ 346 $ 3,489 $ 293,723 $ 372 $ 297,931 $ 13,827 $ 17,832 — $ 5,014 $ 36,673 (1)reimbursementspayments and benefits, including approximately $93,756 in tax reimbursement by the Company, in connection with Mr. Pechersky’s relocation in accordance with the terms of relocation-related expenses, which may include the costs of housing, furniture, travelhis offer letter and similar expenses, gross of related taxes of $71,892.examinationexamination.employee assistance program premiums.benefits to which Ms. Short and Mr. Hogg are entitled in accordance with the terms and conditions of their executive transition agreements for a termination “without cause”. Ms. Short is entitled to receive total cash severance of $945,290 with $218,144 of this amount paid in 2022 and continuation of medical benefits valued at $1,692 in 2022. Mr. Hogg is entitled to receive total cash severance of $1,128,185 with $564,092 of this amount paid in 2022 and continuation of medical benefits valued at $8,649 in 2022. The remainder of their respective severance entitlements are scheduled to be paid in 2023, subject to the former executive’s continued compliance with restrictive covenants.Grants of Plan-Based Awards
| | Name | | | Grant Date | | | Committee Approval Date | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | | | All Other Option Awards: Number of Securities Underlying Options | | | Exercise or Base Price of Option Awards | | | Closing Price on Grant Date | | | Grant Date Fair Value of Stock and Option Awards | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| | Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | Mitchell Fadel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Short-Term Incentive | | | | | — | | | | | | 2/10/22 | | | | | $ | 148,500 | | | | | $ | 1,485,000 | | | | | $ | 2,970,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Restricted Stock Units | | | | | 2/25/22 | | | | | | 2/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 47,143 | | | | | | — | | | | | | — | | | | | $ | 29.39 | | | | | $ | 29.05 | | |
| | Performance Stock Units | | | | | 2/25/22 | | | | | | 2/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 146,667 | | | | | | 293,334 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 29.39 | | | | | $ | 25.55 | | |
| | Fahmi Karam | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Short-Term Incentive(4) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Restricted Stock Units(4) | | | | | 11/4/22 | | | | | | 9/15/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 94,073 | | | | | | — | | | | | | — | | | | | $ | 21.22 | | | | | $ | 21.26 | | |
| | Performance Stock Units | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Maureen Short | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Short-Term Incentive | | | | | — | | | | | | 2/10/22 | | | | | $ | 30,900 | | | | | $ | 309,000 | | | | | $ | 618,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Restricted Stock Units | | | | | 2/25/22 | | | | | | 2/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,914 | | | | | | — | | | | | | — | | | | | $ | 29.39 | | | | | $ | 29.05 | | |
| | Performance Stock Units | | | | | 2/25/22 | | | | | | 2/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 21.510 | | | | | | 43.020 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 29.39 | | | | | $ | 25.55 | | |
| | Aaron Allred | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Short-Term Incentive | | | | | — | | | | | | 2/10/22 | | | | | $ | 50,000 | | | | | $ | 500,000 | | | | | $ | 1,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Restricted Stock Units | | | | | 2/25/22 | | | | | | 2/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,327 | | | | | | — | | | | | | — | | | | | $ | 29.39 | | | | | $ | 29.05 | | |
| | Performance Stock Units | | | | | 2/25/22 | | | | | | 2/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32,129 | | | | | | 64,258 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 29.39 | | | | | $ | 25.55 | | |
| | Bryan Pechersky | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Short-Term Incentive | | | | | — | | | | | | 2/10/22 | | | | | $ | 22,557 | | | | | $ | 225,570 | | | | | $ | 451,140 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Restricted Stock Units | | | | | 2/25/22 | | | | | | 2/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,494 | | | | | | — | | | | | | — | | | | | $ | 29.39 | | | | | $ | 29.05 | | |
| | Performance Stock Units | | | | | 2/25/22 | | | | | | 2/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,871 | | | | | | 21,742 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 29.39 | | | | | $ | 25.55 | | |
| | Transient Taylor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Short-Term Incentive | | | | | — | | | | | | 2/10/22 | | | | | $ | 24,361 | | | | | $ | 243,610 | | | | | $ | 487,220 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Restricted Stock Units | | | | | 2/25/22 | | | | | | 2/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,774 | | | | | | — | | | | | | — | | | | | $ | 29.39 | | | | | $ | 29.05 | | |
| | Restricted Stock Units | | | | | 7/1/22 | | | | | | 6/2/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,566 | | | | | | — | | | | | | — | | | | | $ | 19.75 | | | | | $ | 19.45 | | |
| | Performance Stock Units | | | | | 2/25/22 | | | | | | 2/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,740 | | | | | | 23,480 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 29.39 | | | | | $ | 25.55 | | |
| | Jason Hogg | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Short-Term Incentive(5) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Restricted Stock Units | | | | | 2/25/22 | | | | | | 2/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,136 | | | | | | — | | | | | | — | | | | | $ | 29.39 | | | | | $ | 29.05 | | |
| | Performance Stock Units | | | | | 2/25/22 | | | | | | 2/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,201 | | | | | | 100,402 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 29.39 | | | | | $ | 25.55 | | |
| Grant | Committee Approval | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Closing Price on Grant | Grant Date Fair Value of Stock and Option | ||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | Date | Date | Threshold | Target | Maximum | Threshold | Target | Maximum | Units(3) | Options(4) | Awards(5) | Date | Awards | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mitchell Fadel | ||||||||||||||||||||||||||||||||||||||||
Short-Term Incentive | | — | | 3/4/20 | | — | $ | 1,350,000 | $ | 2,700,000 | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||||||||
Restricted Stock Units | 2/26/20 | 2/13/20 | — | — | — | — | — | — | 33,508 | — | — | $ | 23.50 | $ | 829,993 | |||||||||||||||||||||||||
Performance Stock Units | | 2/26/20 | | 2/13/20 | | — | | — | | — | | — | | 134,015 | | 268,030 | | — | | — | | — | $ | 23.50 | $ | 4,052,614 | ||||||||||||||
Stock Options | 2/26/20 | 2/13/20 | — | — | — | — | — | — | — | 120,991 | $ | 24.77 | $ | 23.50 | $ | 829,998 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Maureen Short | — | |||||||||||||||||||||||||||||||||||||||
Short-Term Incentive | | — | | 3/4/20 | | — | $ | 264,767 | $ | 529,533 | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||||||||
Restricted Stock Units | 2/26/20 | 2/13/20 | — | — | — | — | — | — | 4,370 | — | — | $ | 23.50 | $ | 108,245 | |||||||||||||||||||||||||
Performance Stock Units | | 2/26/20 | | 2/13/20 | | — | | — | | — | | — | | 17,477 | | 34,954 | | — | | — | | — | $ | 23.50 | $ | 528,504 | ||||||||||||||
Stock Options | 2/26/20 | 2/13/20 | — | — | — | — | — | — | — | 15,778 | $ | 24.77 | $ | 23.50 | $ | 108,237 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ann Davids | — | |||||||||||||||||||||||||||||||||||||||
Short-Term Incentive | | — | | 3/4/20 | | — | $ | 175,049 | $ | 350,097 | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||||||||
Restricted Stock Units | 2/26/20 | 2/13/20 | — | — | — | — | — | — | 2,333 | — | — | $ | 23.50 | $ | 57,788 | |||||||||||||||||||||||||
Performance Stock Units | | 2/26/20 | | 2/13/20 | | — | | — | | — | | — | | 9,330 | | 18,660 | | — | | — | | — | $ | 23.50 | $ | 282,139 | ||||||||||||||
Stock Options | 2/26/20 | 2/13/20 | — | — | — | — | — | — | — | 8,423 | $ | 24.77 | $ | 23.50 | $ | 57,782 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jason Hogg | — | |||||||||||||||||||||||||||||||||||||||
Short-Term Incentive(6) | | — | | 4/20/20 | | — | $ | 600,000 | $ | 1,200,000 | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||||||||
Restricted Stock Units | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Performance Stock Units(6) | | 7/1/2020 | | 4/20/20 | | — | | — | | — | | 65,740 | | 131,480 | | 262,960 | | — | | — | | — | $ | 26.61 | $ | 3,499,998 | ||||||||||||||
Stock Options | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Catherine Skula | — | |||||||||||||||||||||||||||||||||||||||
Short-Term Incentive | | — | | 3/4/20 | | — | $ | 192,500 | $ | 385,000 | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||||||||
Restricted Stock Units | 2/26/20 | 2/13/20 | — | — | — | — | — | — | 2,300 | — | — | $ | 23.50 | $ | 56,971 | |||||||||||||||||||||||||
Performance Stock Units | | 2/26/20 | | 2/13/20 | | — | | — | | — | | — | | 9,198 | | 18,396 | | — | | — | | — | $ | 23.50 | $ | 278,148 | ||||||||||||||
Stock Options | 2/26/20 | 2/13/20 | — | — | — | — | — | — | — | 8,304 | $ | 24.77 | $ | 23.50 | $ | 56,965 | ||||||||||||||||||||||||
(1)- These columns show the potential value of the payout of the annual cash incentive bonuses for
20202022 performance for each named executive officer if the threshold, target and maximum performance levels are achieved. The potential payout is performance-based and driven by company performance. The actual amount of the annual cash incentive bonuses paid for20202022 performance is shown in the Summary Compensation Table under the"Non-Equity“Non-Equity Incentive PlanCompensation"Compensation” column. (2)For allNone of our named executive officersother than Mr. Hogg, representsin the 2022 annual cash incentive program received any bonus plan payout with respect to the 2022 performance year, as described in the section “Compensation Discussion and Analysis — Annual Cash Incentive Compensation” in this proxy statement.
|
| Name | | | OPTION AWARDS | | | STOCK AWARDS | | ||||||||||||||||||||||||||||||
| | Number of Securities Underlying Unexercised Options - Exercisable | | | Number of Securities Underlying Unexercised Options - Unexercisable | | | Option Exercise Price | | | Option Expiration Date | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | | ||||||||||||||||||||
| Mitchell Fadel | | | | | 80,197 | | | | | | 0 | | | | | $ | 8.22 | | | | | | 2/23/28 | | | | | | 33,508(5) | | | | | $ | 775,605 | | |
| | | | 56,270 | | | | | | 18,757(2) | | | | | $ | 20.87 | | | | | | 4/1/29 | | | | | | 16,747(6) | | | | | $ | 377,645 | | | ||
| | | | 60,496 | | | | | | 60,495(3) | | | | | $ | 24.77 | | | | | | 2/26/30 | | | | | | 47,143(7) | | | | | $ | 1,063,075 | | | ||
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 134,015(8) | | | | | $ | 3,022,038 | | | ||
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 77,768(9) | | | | | $ | 1,753,668 | | | ||
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 146,667(10) | | | | | $ | 3,307,341 | | | ||
| Fahmi Karam | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 94,073(11) | | | | | $ | 2,121,346 | | |
| Maureen Short | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Aaron Allred | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,668(6) | | | | | $ | 82,713 | | |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,327(7) | | | | | $ | 232,874 | | | ||
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,036(9) | | | | | $ | 384,162 | | | ||
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32,129(10) | | | | | $ | 724,509 | | | ||
| Bryan Pechersky | | | | | 5,000 | | | | | | 5,000(4) | | | | | $ | 26.62 | | | | | | 7/1/30 | | | | | | 1,205(6) | | | | | $ | 27,173 | | |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,494(7) | | | | | $ | 78,790 | | | ||
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,596(9) | | | | | $ | 126,190 | | | ||
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,871(10) | | | | | $ | 245,141 | | | ||
| Transient Taylor | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,364(12) | | | | | $ | 30,758 | | |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,774(7) | | | | | $ | 85,104 | | | ||
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,566(13) | | | | | $ | 463,763 | | | ||
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,332(9) | | | | | $ | 142,787 | | | ||
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,740(10) | | | | | $ | 264,737 | | | ||
| Jason Hogg | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | OPTION AWARDS | | STOCK AWARDS | | |||||||||||||||||
| | | | | | | | | | | | | | | ||||||||
Name | | Number of Securities Underlying Unexercised Options - Exercisable | | Number of Securities Underlying Unexercised Options - Unexercisable | | Option Exercise Price | | Option Expiration Date | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | | ||||||||
| | | | | | | | | | | | | | | ||||||||
Mitchell Fadel | | 53,909 | | 53,908(2) | | | $ | 8.22 | | 2/23/2028 | | 48,662(7) | | | $ | 1,863,268 | | ||||
| | 18,757 | | 56,270(3) | | | $ | 20.87 | | 4/1/2029 | | 33,541(8) | | | $ | 1,284,285 | | |||||
| | — | | 120,991(4) | | | $ | 24.77 | | 2/26/2030 | | 33,508(9) | | | $ | 1,283,021 | | ||||
| | | | | | | 194,489(10) | | | $ | 7,446,984 | | ||||||||||
| | | | | | | | | | | 134,185(11) | | | $ | 5,137,944 | | |||||
| | | | | | | 134,015(12) | | | $ | 5,131,434 | | ||||||||||
| | | | | | | | | | | | | | | ||||||||
Maureen Short | | 1,642 | | — | | | $ | 37.19 | | 1/31/2022 | | 6,606(7) | | | $ | 252,944 | | ||||
| | 2,126 | | — | | | $ | 34.77 | | 1/31/2023 | | 5,186(8) | | | $ | 198,572 | | |||||
| | 5,066 | | — | | | $ | 25.03 | | 1/31/2024 | | 4,370(9) | | | $ | 167,327 | | ||||
| | 6,088 | | — | | | $ | 29.31 | | 2/6/2025 | | 26,402(10) | | | $ | 1,010,933 | | |||||
| | 10,527 | | — | | | $ | 10.34 | | 2/5/2026 | | 20,748(11) | | | $ | 794,441 | | ||||
| | 16,355 | | 5,452(5) | | | $ | 8.32 | | 2/16/2027 | | 17,477(12) | | | $ | 669,194 | | |||||
| | 7,318 | | 7,318(2) | | | $ | 8.22 | | 2/23/2028 | | | | | | | |||||
| | 2,900 | | 8,701(3) | | | $ | 20.87 | | 4/1/2029 | | | | | ||||||||
| | — | | 15,778(4) | | | $ | 24.77 | | 2/26/2030 | | | | | | | |||||
| | | | | | | | | | | | | | | ||||||||
Ann Davids | | 7,561 | | 7,560(2) | | | $ | 8.22 | | 2/23/2028 | | 6,825(7) | | | $ | 261,329 | | ||||
| | 1,548 | | 4,645(3) | | | $ | 20.87 | | 4/1/2029 | | 2,769(8) | | | $ | 106,025 | | ||||
| | — | | 8,423(4) | | | $ | 24.77 | | 2/26/2030 | | 2,333(9) | | | $ | 89,331 | | |||||
| | | | | | | | | | | 27,277(10) | | | $ | 1,044,436 | | |||||
| | | | | | | 11,077(11) | | | $ | 424,138 | | ||||||||||
| | | | | | | | | | | 9,330(12) | | | $ | 357,246 | | |||||
| | | | | | | | | | | | | | | ||||||||
Jason Hogg | | | | | | | 65,740(13) | | | $ | 2,517,185 | | |||||||||
| | | | | | | | | | | 65,740(12) | | | $ | 2,517,185 | | |||||
| | | | | | | | | | | | | | | ||||||||
Catherine Skula | | 2,849 | | — | | | $ | 37.19 | | 1/31/2022 | | 6,728(7) | | | $ | 257,615 | | ||||
| | 3,585 | | — | | | $ | 34.77 | | 1/31/2023 | | 2,730(8) | | | $ | 104,532 | | ||||
| | — | | 4,454(5) | | | $ | 8.32 | | 2/16/2027 | | 2,300(9) | | | $ | 88,067 | | |||||
| | — | | 7,454(2) | | | $ | 8.22 | | 2/23/2028 | | 26,892(10) | | | $ | 1,029,695 | | ||||
| | — | | 5,000(6) | | | $ | 8.63 | | 4/2/2028 | | 10,920(11) | | | $ | 418,127 | | |||||
| | — | | 4,579(3) | | | $ | 20.87 | | 4/1/2029 | | 9,198(12) | | | $ | 352,191 | | ||||
| | — | | 8,304(4) | | | $ | 24.77 | | 2/26/2030 | | | | | ||||||||
| | | | | | | | | | | | | | | ||||||||
(1)- Calculated by reference to the closing price for shares of our common stock on the Nasdaq Global Select Market on December
31, 2020,30, 2022, which was$38.29. - $22.55.
(4)- (3)
|
| | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||
| | | | | Number of Shares Acquired on Exercise | | | Value Realized on Exercise | | | Number of Shares Acquired on Vesting | | | Value Realized on Vesting | | ||||||||||||
| | Mitchell Fadel | | | | | — | | | | | | — | | | | | | 310,159 | | | | | $ | 11,537,634 | | |
| | Fahmi Karam | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Maureen Short | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Aaron Allred | | | | | — | | | | | | — | | | | | | 1,807 | | | | | $ | 53,108 | | |
| | Bryan Pechersky | | | | | — | | | | | | — | | | | | | 594 | | | | | $ | 17,458 | | |
| | Transient Taylor | | | | | — | | | | | | — | | | | | | 671 | | | | | $ | 12,977 | | |
| | Jason Hogg | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Option Awards | | Stock Awards | | |||||||||||
| | | | | | | | | | | ||||||
| | Number of Shares Acquired on Exercise | | Value Realized on Exercise | | Number of Shares Acquired on Vesting | | Value Realized on Vesting | | |||||||
| | | | | | | | | | | ||||||
Mitchell Fadel | | — | | | — | | — | | | — | | ||||
Maureen Short | | 6,525 | | | $ | 111,269 | | 58,738 | | | $ | 1,642,902 | | ||
Ann Davids | | — | | | — | | — | | | — | | ||||
Jason Hogg | | — | | | — | | — | | | — | | ||||
Catherine Skula | | 44,910 | | | $ | 753,683 | | 47,990 | | | $ | 1,342,280 | | ||
| | | | | | | | | | | ||||||
|
The Rent-A-Center,Upbound Group, Inc. Deferred Compensation Plan is an unfunded, non-qualified deferred compensation plan for a select group of our key management personnel and highly compensated employees. The Deferred Compensation Plan first became available to eligible employees in July 2007, with deferral elections taking effect as of August 3, 2007. The Deferred Compensation Plan allows participants to defer up to 50% of their base compensation and up to 100% of any bonus compensation. Participants may invest the amounts deferred in measurement funds that are the same funds offered as the investment options in our 401(k) Retirement Savings Plan. We may make discretionary contributions to the Deferred Compensation Plan, which are subject to a two-year graded vesting schedule based on
the participant'sparticipant’s years of service with us. For 2020,2022, we made matching contributions into the Deferred Compensation Plan of 50% of the employee'semployee’s contribution to the plan up to an amount not to exceed 6% of such employee'semployee’s compensation, which is the same matching policy as under our 401(k) Retirement Savings Plan. We are obligated to pay the deferred compensation amounts in the future in accordance with the terms of the Deferred Compensation Plan.
| | Name | | | Executive Contributions in FY 2022(1) | | | Registrant Contributions in FY 2022(1)(2) | | | Aggregate Earnings in FY 2022 | | | Aggregate Withdrawals/ Distributions | | | Aggregate Balance at FYE 2022(3) | | |||||||||||||||
| | Mitchell Fadel | | | | $ | 64,731 | | | | | $ | 17,452 | | | �� | | $ | 31,509 | | | | | | — | | | | | $ | 519,399 | | |
| | Fahmi Karam | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Maureen Short | | | | $ | 194,245 | | | | | $ | 15,763 | | | | | $ | 88,139 | | | | | | — | | | | | $ | 924,808 | | |
| | Aaron Allred | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Bryan Pechersky | | | | $ | 24,934 | | | | | $ | 1,966 | | | | | $ | 4,689 | | | | | | — | | | | | $ | 49,272 | | |
| | Transient Taylor | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Jason Hogg | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name | | Executive Contributions in FY 2020(1) | | Registrant Contributions in FY 2020(1)(2) | | Aggregate Earnings in FY 2020 | | Aggregate Withdrawals/ Distributions | | Aggregate Balance at FYE 2020(3) | | |||||||||
| | | | | | | | | | | | | |||||||||
Mitchell Fadel | | | $ | 56,417 | | | $ | 25,904 | | | $ | 11,033 | | — | | | $ | 370,422 | | |
Maureen Short | | | $ | 146,094 | | | $ | 21,280 | | | $ | 24,508 | | — | | | $ | 520,711 | | |
Ann Davids | | | $ | 22,719 | | | $ | 10,086 | | | $ | 2,604 | | — | | | $ | 63,622 | | |
Jason Hogg | | | — | | | — | | | — | | — | | | — | | |||||
Catherine Skula | | | $ | 21,917 | | | $ | 10,959 | | | $ | 7,330 | | — | | | $ | 496,275 | | |
| | | | | | | | | | | | | |||||||||
(1)- The entirety of the executive contributions and registrant contributions are reported in the
"Summary“Summary CompensationTable"Table” above as compensation of the named executive officer for the year ended December 31,2020. - 2022.
|
|
The following table provides quantitative disclosure of the estimated payments that would be made under the severance agreements to ourthe named executive officers currently employed by us under their severance agreements,who are current employees, as well as the amounts our named executive officers would receive upon the exercise of the equity and cash awards held by them on December 31, 2020,2022, the last business day of our fiscal 2020,year 2022, assuming that:
Table2022 (reflecting that none of Contents
- our named executive officers in the 2022 annual cash incentive program received any bonus plan payout with respect to the 2022 performance year, as described in the section “Compensation Discussion and Analysis — Annual Cash Incentive Compensation” in this proxy statement, and Mr. Karam’s sign on bonus in connection with his joining the Company);
| | Name(1) | | | Cash Severance Payout | | | Continuation of Medical Benefits(2) | | | Acceleration of Outstanding Awards | | | Total Termination Benefits | | ||||||||||||
| | Mitchell Fadel | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Termination by Us without “Cause” or by Mr. Fadel for “Good Reason” | | | | $ | 5,585,800 | | | | | $ | 28,200 | | | | | | — | | | | | $ | 5,614,000 | | |
| | Termination by Us for “Cause” or by Mr. Fadel without “Good Reason” | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Termination due to Mr. Fadel’s disability or death | | | | $ | 1,900,800 | | | | | $ | 28,200 | | | | | $ | 7,489,915 | | | | | $ | 9,418,915 | | |
| | Termination by Mr. Fadel for Reason other than disability, death or for “Good Reason” | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Fahmi Karam | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Termination by Us without “Cause” or by Mr. Karam for “Good Reason” | | | | $ | 1,500,000 | | | | | | — | | | | | | — | | | | | $ | 1,500,000 | | |
| | Termination by Us for “Cause” or by Mr. Karam without “Good Reason” | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Termination due to Mr. Karam’s disability or death | | | | | — | | | | | | — | | | | | $ | 2,121,346 | | | | | $ | 2,121,346 | | |
| | Termination by Mr. Karam for Reason other than disability or death or for “Good Reason” | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name | | Cash Severance Payout | | Continuation of Medical Benefits | | Acceleration and Continuation of Outstanding Awards | | Total Termination Benefits | | |||||||
| | | | | | | | | | | |||||||
Mitchell Fadel | | | | | | | | | ||||||||
Termination by Us without "Cause" or for "Good Reason" | | $ | 6,390,000 | | | $ | 28,080 | | | $ | 1,947,791 | | | $ | 8,365,871 | |
Termination by Us for "Cause" | | — | | | — | | | — | | | — | | ||||
Termination by Us due to Mr. Fadel's disability or death | | $ | 1,690,000 | | | $ | 28,080 | | | $ | 30,279,552 | | | $ | 31,997,632 | |
Termination by Mr. Fadel for Reason other than disability, death or for "Good Reason" | | — | | | — | | | $ | 1,947,791 | | | $ | 1,947,791 | | ||
| | | | | | | | | | | |||||||
Maureen Short | | | | | | | | | ||||||||
Termination by Us without "Cause" | | $ | 1,262,830 | | | $ | 11,904 | | | $ | 1,229,644 | | | $ | 2,504,378 | |
Termination by Us for "Cause" | | — | | | — | | | — | | | — | | ||||
Termination by Us due to Ms. Short's disability or death | | $ | 476,580 | | | $ | 11,904 | | | $ | 6,431,688 | | | $ | 6,920,172 | |
Termination by Ms. Short for Reason other than disability or death | | — | | | — | | | $ | 1,229,644 | | | $ | 1,229,644 | | ||
| | | | | | | | | | | |||||||
Ann Davids | | | | | | | | | ||||||||
Termination by Us without "Cause" | | $ | 665,184 | | | $ | 14,040 | | | $ | 254,325 | | | $ | 933,549 | |
Termination by Us for "Cause" | | — | | | — | | | — | | | — | | ||||
Termination by Us due to Ms. Davids' disability or death | | $ | 315,087 | | | $ | 14,040 | | | $ | 3,213,280 | | | $ | 3,542,407 | |
Termination by Ms. Davids for Reason other than disability, death or for "Good Reason" | | — | | | — | | | $ | 254,325 | | | $ | 254,325 | | ||
| | | | | | | | | | | |||||||
Jason Hogg(1) | | | | | | | | | ||||||||
Termination by Us without "Cause" or for "Good Reason" | | $ | 900,000 | | | $ | 29,304 | | | — | | | $ | 929,304 | | |
Termination by Us for "Cause" | | — | | | — | | | — | | | — | | ||||
Termination by Us due to Mr. Hogg's disability or death | | — | | | $ | 19,536 | | | $ | 5,034,369 | | | $ | 5,053,905 | | |
Termination by Mr. Hogg for Reason other than disability or death | | — | | | — | | | — | | | — | | ||||
| | | | | | | | | | | |||||||
Catherine Skula | | | | | | | | | ||||||||
Termination by Us without "Cause" | | $ | 1,270,668 | | | $ | 29,304 | | | $ | 15,753 | | | $ | 1,315,725 | |
Termination by Us for "Cause" | | — | | | — | | | — | | | — | | ||||
Termination by Us due to Ms. Skula's disability or death | | $ | 306,376 | | | $ | 19,536 | | | $ | 2,979,697 | | | $ | 3,305,609 | |
Termination by Ms. Skula for Reason other than disability or death | | — | | | — | | | $ | 15,753 | | | $ | 15,753 | | ||
| | | | | | | | | | | |||||||
| | Name(1) | | | Cash Severance Payout | | | Continuation of Medical Benefits(2) | | | Acceleration of Outstanding Awards | | | Total Termination Benefits | | ||||||||||||
| | Aaron Allred(3) | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Termination by Us without “Cause” or by Mr. Allred for “Good Reason” | | | | $ | 750,000 | | | | | $ | 29,412 | | | | | | — | | | | | $ | 779,412 | | |
| | Termination by Us for “Cause” or by Mr. Allred without “Good Reason” | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Termination due to Mr. Allred’s disability or death | | | | | — | | | | | $ | 19,608 | | | | | $ | 813,198 | | | | | $ | 832,806 | | |
| | Termination by Mr. Allred for Reason other than disability or death or for “Good Reason” | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Bryan Pechersky | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Termination by Us without “Cause” or by Mr. Pechersky for “Good Reason” | | | | $ | 563,925 | | | | | $ | 29,412 | | | | | | — | | | | | $ | 593,337 | | |
| | Termination by Us for “Cause” or by Mr. Pechersky without “Good Reason” | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Termination due to Mr. Pechersky’s disability or death | | | | | — | | | | | $ | 19,608 | | | | | $ | 271,818 | | | | | $ | 291,426 | | |
| | Termination by Mr. Pechersky for Reason other than disability or death or for “Good Reason” | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Transient Taylor | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Termination by Us without “Cause” or by Mr. Taylor for “Good Reason” | | | | $ | 609,025 | | | | | | — | | | | | | — | | | | | $ | 609,025 | | |
| | Termination by Us for “Cause” or by Mr. Taylor without “Good Reason” | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Termination due to Mr. Taylor’s disability or death | | | | | — | | | | | | — | | | | | $ | 763,047 | | | | | $ | 763,047 | | |
| | Termination by Mr. Taylor for Reason other than disability or death or for “Good Reason” | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
- (1)
Mr.
|
The following table provides quantitative disclosure of the estimated payments that would be made under the employment or severance agreements to our named executive officers under their employment agreement or severance agreements,who are current employees, as well as the amounts our named executive officers would receive upon the exercise of the equity and cash awards held by them on December 31, 2020,2022, the last business day of our fiscal 2020,year 2022, assuming that:
Name | | Cash Severance Payout | | Continuation of Medical Benefits | | Acceleration and Continuation of Outstanding Awards | | Total Termination Benefits | | |||||||
| | | | | | | | | | | |||||||
Mitchell Fadel | | | | | | | | | ||||||||
Termination by Us without "Cause" or by Mr. Fadel for "Good Reason" | | $ | 6,390,000 | | | $ | 28,080 | | | — | | | $ | 6,418,080 | | |
Termination by Us due to Mr. Fadel's disability or death | | $ | 1,690,000 | | | $ | 28,080 | | | $ | 34,516,588 | | | $ | 36,234,668 | |
Termination by Us for "Cause" or by Mr. Fadel without "Good Reason" | | — | | | — | | | — | | | — | | ||||
Benefits upon Change in Control | | — | | | — | | | $ | 34,516,588 | | | $ | 34,516,588 | | ||
| | | | | | | | | | | |||||||
Maureen Short | | | | | | | | | ||||||||
Termination by Us without "Cause" or by Ms. Short for "Good Reason" | | $ | 1,655,955 | | | $ | 17,856 | | | — | | | $ | 1,673,811 | | |
Termination by Us due to Ms. Short's disability or death | | $ | 476,580 | | | $ | 11,904 | | | $ | 7,310,677 | | | $ | 7,799,161 | |
Termination by Us for "Cause" or by Ms. Short without "Good Reason" | | — | | | — | | | — | | | — | | ||||
Benefits upon Change in Control | | — | | | — | | | $ | 7,310,677 | | | $ | 7,310,677 | | ||
| | | | | | | | | | | |||||||
Ann Davids | | | | | | | | | ||||||||
Termination by Us without "Cause" or by Ms. Davids for "Good Reason" | | $ | 840,233 | | | $ | 21,060 | | | — | | | $ | 861,293 | | |
Termination by Us due to Ms. Davids' disability or death | | $ | 315,087 | | | $ | 14,040 | | | $ | 3,635,404 | | | $ | 3,964,531 | |
Termination by Us for "Cause" or by Ms. Davids without "Good Reason" | | — | | | — | | | — | | | — | | ||||
Benefits upon Change in Control | | — | | | — | | | $ | 3,635,404 | | | $ | 3,635,404 | | ||
| | | | | | | | | | | |||||||
Jason Hogg(1) | | | | | | | | | ||||||||
Termination by Us without "Cause" or by Mr. Hogg for "Good Reason" | | $ | 1,200,000 | | | $ | 39,072 | | | — | | | $ | 1,239,072 | | |
Termination by Us due to Mr. Hogg's disability or death | | — | | | $ | 19,536 | | | $ | 5,034,369 | | | $ | 5,053,905 | | |
Termination by Us for "Cause" or by Mr. Hogg without "Good Reason" | | — | | | — | | | — | | | — | | ||||
Benefits upon Change in Control | | — | | | — | | | $ | 5,034,369 | | | $ | 5,034,369 | | ||
| | | | | | | | | | | |||||||
Catherine Skula | | | | | | | | | ||||||||
Termination by Us without "Cause" or by Ms. Skula for "Good Reason" | | $ | 1,592,098 | | | $ | 39,072 | | | — | | | $ | 1,631,170 | | |
Termination by Us due to Ms. Skula's disability or death | | $ | 306,376 | | | $ | 19,536 | | | $ | 3,677,662 | | | $ | 4,003,574 | |
Termination by Us for "Cause" or by Ms. Skula without "Good Reason" | | — | | | — | | | — | | | — | | ||||
Benefits upon Change in Control | | — | | | — | | | $ | 3,677,662 | | | $ | 3,677,662 | | ||
| | | | | | | | | | | |||||||
(1)Mr. Hogg joined the Company in June 2020 and his Pro Rata Bonus is based on the bonus earned during the calendar year preceding the year of termination. As a result, had Mr. Hogg's employment been terminated effective as of December 31, 2020, Mr. Hogg would not have been entitled to receive any Pro Rata Bonus.
|
Under our long-term incentive plans, in the event of a "change in control" of us or an "exchange transaction" involving us, the vesting of outstanding awards may be accelerated regardless of whether the employment of the holder is terminated in connection therewith. The following table provides quantitative disclosure of the potential realizable value of outstanding awards granted to the named executive officers currently employed by us pursuant to our long-term incentive plans assuming that:
•an event which constituted a "change in control" and an "exchange transaction" under each of the agreements and plans described above was consummated on December 31, 2020;•- amounts payable to each named executive officer would not subject such person to excise tax under Section 4999 of the Code and the Company would not be denied a deduction under Section 280G of the Code;
| | Name(1) | | | Cash Severance Payout | | | Continuation of Medical Benefits(2) | | | Acceleration of Outstanding Awards | | | Total Termination Benefits | | ||||||||||||
| | Mitchell Fadel | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Termination by Us without “Cause” or by Mr. Fadel for “Good Reason” | | | | $ | 5,585,800 | | | | | $ | 28,200 | | | | | $ | 11,554,641 | | | | | $ | 17,168,641 | | |
| | Termination by Us for “Cause” or by Mr. Fadel without “Good Reason” | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Termination due to Mr. Fadel’s disability or death | | | | $ | 1,900,800 | | | | | $ | 28,200 | | | | | $ | 11,554,641 | | | | | $ | 13,483,641 | | |
| | Fahmi Karam | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Termination by Us without “Cause” or by Mr. Karam for “Good Reason” | | | | $ | 2,000,000 | | | | | | — | | | | | $ | 2,121,346 | | | | | $ | 4,121,346 | | |
| | Termination by Us for “Cause” or by Mr. Karam without “Good Reason” | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Termination due to Mr. Karam’s disability or death | | | | | — | | | | | | — | | | | | $ | 2,121,346 | | | | | $ | 2,121,346 | | |
| | Aaron Allred(3) | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Termination by Us without “Cause” or by Mr. Allred for “Good Reason” | | | | $ | 1,000,000 | | | | | $ | 39,216 | | | | | $ | 1,424,258 | | | | | $ | 2,463,474 | | |
| | Termination by Us for “Cause” or by Mr. Allred without “Good Reason” | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Termination due to Mr. Allred’s disability or death | | | | | — | | | | | $ | 19,608 | | | | | $ | 1,424,258 | | | | | $ | 1,443,866 | | |
| | Bryan Pechersky | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Termination by Us without “Cause” or by Mr. Pechersky for “Good Reason” | | | | $ | 751,900 | | | | | $ | 39,216 | | | | | $ | 477,293 | | | | | $ | 1,268,409 | | |
| | Termination by Us for “Cause” or by Mr. Pechersky without “Good Reason” | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Termination due to Mr. Pechersky’s disability or death | | | | | — | | | | | $ | 19,608 | | | | | $ | 477,293 | | | | | $ | 496,901 | | |
| | Transient Taylor | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Termination by Us without “Cause” or by Mr. Taylor for “Good Reason” | | | | $ | 812,033 | | | | | | — | | | | | $ | 987,149 | | | | | $ | 1,799,182 | | |
| | Termination by Us for “Cause” or by Mr. Taylor without “Good Reason” | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Termination due to Mr. Taylor’s disability or death | | | | | — | | | | | | — | | | | | $ | 987,149 | | | | | $ | 987,149 | | |
Name | | Potential Realizable Value(1) | | ||
| | | | | ||
Mitchell Fadel | | | $ | 34,516,588 | |
Maureen Short | | | $ | 7,310,677 | |
Ann Davids | | | $ | 3,635,404 | |
Jason Hogg | | | $ | 5,034,369 | |
Catherine Skula | | | $ | 3,677,662 | |
| | | | | ||
(1)Calculated by reference to the closing price for shares of our common stock on The Nasdaq Global Select Market on December 31, 2020, the last business day of fiscal 2020, which was $38.29.
|
The following table sets forth certain information concerning all equity compensation plans previously approved by our stockholders and all equity compensation plans not previously approved by our stockholders as of December 31, 2020.
| | Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights(1) | | | Number of securities remaining available for future issuance under equity compensation plan(2) | | |||||||||
| | Equity compensation plans approved by security holders | | | | | 854,339 | | | | | $ | 22.29 | | | | | | 2,799,854 | | |
| | Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
| | Total | | | | | 854,339 | | | | | $ | 22.29 | | | | | | 2,799,854 | | |
Plan Category | | Number of Securities to be issued upon exercise of outstanding options, warrants and rights | | Weighted-average exercise price of outstanding options, warrants and rights(1) | | Number of securities remaining available for future issuance under equity compensation plan(2) | | ||||
| | | | | | | | | ||||
Equity compensation plans approved by security holders | | 3,262,814 | | | $ | 22.91 | | —(3) | | ||
| | | | | | | | | ||||
Equity compensation plans not approved by security holders | | — | | | — | | — | | |||
| | | | | | | | | ||||
Total | | 3,262,814 | | | $ | 22.91 | | — | | ||
| | | | | | | | | ||||
(1)- Reflects the weighted-average exercise price of outstanding options as of December 31,
2020.2022. The weighted average grant date fair value of outstanding restricted stock units and performance stock units as of December 31,20202022 was$20.09. - $36.10.
| | Year | | | CEO | | | Non-CEO NEOs | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income ($M) | | | Adjusted EBITDA ($M) | | |||||||||||||||||||||||||||||||||
| | Summary Compensation Table Total for CEO | | | Compensation Actually Paid to CEO(1) | | | Average Summary Compensation Table Total for non-CEO named executive officers(2) | | | Average Compensation Actually Paid to non-CEO named executive officers(3) | | | TSR | | | Proxy Peer Group TSR(4) | | |||||||||||||||||||||||||||||||||
| | 2022(5) | | | | $ | 6,280,050 | | | | | $ | (3,792,985) | | | | | $ | 1,742,035 | | | | | $ | 105,810 | | | | | $ | 90 | | | | | $ | 119 | | | | | $ | 12 | | | | | $ | 459 | | |
| | 2021 | | | | $ | 11,732,761 | | | | | $ | 25,616,911 | | | | | $ | 2,311,171 | | | | | $ | 2,962,970 | | | | | $ | 179 | | | | | $ | 177 | | | | | $ | 135 | | | | | $ | 643 | | |
| | 2020 | | | | $ | 9,217,950 | | | | | $ | 14,829,388 | | | | | $ | 2,263,831 | | | | | $ | 3,512,231 | | | | | $ | 140 | | | | | $ | 145 | | | | | $ | 208 | | | | | $ | 344 | | |
| | CEO: Mitch Fadel | | | 2022 | | | 2021 | | | 2020 | | |||||||||
| | Summary Compensation Table Total | | | | $ | 6,280,050 | | | | | $ | 11,732,761 | | | | | $ | 9,217,950 | | |
| | Less: Fair Value of Stock Awards Granted in the Covered Year (measured at grant date) | | | | $ | 5,116,846 | | | | | $ | 8,687,619 | | | | | $ | 5,712,605 | | |
| | Plus: | | | | | | | | | | | | | | | | | | | |
| | Fair Value of Unvested Awards Granted in the Covered Year (measured at year-end) | | | | $ | 3,474,280 | | | | | $ | 5,474,111 | | | | | $ | 10,034,035 | | |
| | Change in Fair Value of Unvested Awards Granted in Prior Years (measured at year-end) | | | | $ | (11,440,516) | | | | | $ | 1,511,487 | | | | | $ | 1,914,269 | | |
| | Change in Fair Value of Vested Awards Granted in Prior Years (measured at vesting date) | | | | $ | 3,010,047 | | | | | $ | 15,586,171 | | | | | $ | (624,261) | | |
| | Dividends Accrued on Unvested RSUs and PSUs in the Covered Year | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| | Change in Pension Value | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| | Pension Service Costs | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| | Total Compensation Actually Paid | | | | $ | (3,792,985) | | | | | $ | 25,616,911 | | | | | $ | 14,829,388 | | |
| | Non-CEO NEOs (Average) | | | 2022 | | | 2021 | | | 2020 | | |||||||||
| | Summary Compensation Table Total | | | | $ | 1,742,035 | | | | | $ | 2,311,171 | | | | | $ | 2,263,831 | | |
| | Less: Fair Value of Stock Awards Granted in the Covered Year (measured at grant date) | | | | $ | 1,135,260 | | | | | $ | 1,384,475 | | | | | $ | 1,258,694 | | |
| | Plus: | | | | | | | | | | | | | | | | | | | |
| | Fair Value of Unvested Awards Granted in the Covered Year (measured at year-end) | | | | $ | 845,162 | | | | | $ | 872,364 | | | | | $ | 2,425,918 | | |
| | Change in Fair Value of Unvested Awards Granted in Prior Years (measured at year-end) | | | | $ | (1,638,825) | | | | | $ | 318,723 | | | | | $ | 162,066 | | |
| | Change in Fair Value of Vested Awards Granted in Prior Years (measured at vesting date) | | | | $ | 292,698 | | | | | $ | 845,187 | | | | | $ | (80,890) | | |
| | Dividends Accrued on Unvested RSUs and PSUs in the Covered Year | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| | Change in Pension Value | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| | Pension Service Costs | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| | Total Compensation Actually Paid | | | | $ | 105,810 | | | | | $ | 2,962,970 | | | | | $ | 3,512,231 | | |
Total Shareholder Return
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ADVISORY VOTE ON EXECUTIVE
COMPENSATION
"
”
The affirmative vote of a majority of the shares of common stock present online or represented by proxy and entitled to be voted on the proposal at the meeting is required for approval of this advisory resolution.
APPROVAL OF AN AMENDMENT TO THE
UPBOUND GROUP, INC.
2021 LONG-TERM INCENTIVE PLAN
Onwhich was adopted by the Board on March 23, 2021, upon the recommendation of the Compensation Committee, the Board adopted,2023, subject to stockholder approval (as amended, the “Amended 2021 Plan”). The terms of the Amended 2021 Plan are substantially identical to those of the stockholder-approved 2021 Plan, other than an increase of 4,287,000 in the number of shares authorized for issuance under the plan.
equity-based compensation.
In February 2021, the Compensation Committee approved the grant of restricted stock units and performance stock units to certain of our eligible employees (the "February 2021 Awards"). However, because there were not enough shares reserved under the 2016 Plan to be issued upon satisfaction of the conditions to vesting of these equity awards, the share-settlement of the February 2021 Awards is contingent on stockholder approval of the 2021 Plan. Accordingly, if stockholder approval of the 2021 Plan is obtained, the February 2021 Awards will be settled in shares of our stock in accordance with their terms. If stockholder approval of the 2021 Plan is not obtained, then the February 2021 Awards will be settled for an amount of cash based on the fair market value of one share of our stock.
The affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to be voted on the proposal at the meeting is required for approval of the 2021 Plan.
|
Our Board adopted the Amended 2021 Plan on March 23, 2023, subject to stockholder approval, to increase the number of shares of our common stock available for issuance pursuant to awards under the 2021 Plan by 4,287,000 shares of our common stock, to a total of 9,287,000 shares of our common stock. The terms of the Amended 2021 Plan are generally consistent with the termssubstantially identical to those of the 2016stockholder-approved 2021 Plan, except thatother than the increase in the number of shares authorized for issuance under the plan. This summary of the Amended 2021 Plan:
Governance Best Practices. In addition to the above, the The Amended 2021 Plan maintains or enhances, features and practices of the 2016previous 2021 Plan that promote good governance and protect stockholders'stockholders’ interests, including:
- •
Stock-ownership guidelines.Our Chief Executive Officer and our other named executive officers are subject to stock ownership guidelines as described in "Compensation Discussion and Analysis — Policies and Risk Mitigation — Stock Ownership Guidelines" earlier in this proxy statement.•No repricings or cash buyout of"underwater" awards.“underwater” awards. Neither a repricing of options or stock appreciation right("SAR"(“SAR”) awards, nor a cash buyout of underwater options or SARs, is permitted without stockholder approval, except for adjustments with respect to a change in control or an equitable adjustment in connection with certain corporate transactions.•No evergreenprovision.provision. The2021 Planplan does not contain an"evergreen"“evergreen” feature pursuant to which the shares authorized for issuance under the plan can be increased automatically without stockholder approval.•No"reload"“reload” options or stock appreciationrights.rights. The2021 Planplan does not permit the use of reload options or stock appreciation rights which provide that the exercise of a stock option or stock appreciation right can automatically trigger the grant of a new stock option or stock appreciation right.58UPBOUND GROUP, INC. - 2023 Proxy StatementPROPOSAL FOUR: APPROVAL OF AN AMENDMENT TO THE UPBOUND GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN•NoTransferability.Transferability. Awards generally may not be transferred, except by the laws ofdecentdescent and distribution.•No Dividend Payments on Unvested Awards. Requires that any dividends or dividend equivalent rights granted in connection with any type of award will be subject to the same vesting terms and conditions as the underlying award.•No Liberal Share Recycling. Provides that shares delivered to pay the exercise price or to satisfy tax withholding obligations may not be reused for future awards.•Double Trigger Change in Control. Provides double-trigger vesting of awards upon a qualifying termination in connection with a change in control.•Clawback Policy Implementation. Stipulates that the Compensation Committee has the authority to implement any clawback or recoupment policies that the Company has in place from time to time.Grant Practices and Key Data. When determining the number of shares authorized for issuance under the Amended 2021 Plan, the Board and the Compensation Committee carefully considered the potential dilution to our current stockholders and projected future share usage needs for the Company to be able to make competitive grants to participants. Specifically, the Board and the Compensation Committee considered a number of factors, including our conservative historical and projected share usage. Burn rate (which is defined as the gross number of equity-based awards granted during a calendar year divided by the weighted average number of shares of common stock outstanding during the year) is a measure of share utilization in equity plans and an important factor for investors concerned about shareholder dilution. Under theCompany's current equity incentive program implemented in 2020,2021 Plan, our annual burn rate for20202022 was1.96%2.08%. Our annual equity grants made in February20212023 were consistent with this program. Based on ourconservativeusage of shares authorized for issuance under the20162021 Plan and our reasonable expectation of future equity usage, we believe that the number of additional shares being requested for authorization under the Amended 2021 Plan will last4three to5four years, depending on factors such as stock price movement, participation levels and corporate activities that could impact our grant practices.Key Terms of the Amended 2021 PlanKey Terms of the 2021 PlanThe terms of the Amended 2021 Plan are substantially identical to those of the stockholder-approved 2021 Plan, other than the increase in the number of shares authorized for issuance under the plan. The following summary of the material terms of the Amended 2021 Plan is qualified in its entirety by reference to the complete text of the Amended 2021
Plan, which is attached hereto as Annex A.Plan. Capitalized terms used in this proposal that are not otherwise defined have the meanings given to them in the Amended 2021 Plan.PurposeThe purpose of the Amended 2021 Plan is to foster the ability of the Company and its subsidiaries to attract, motivate and retain key personnel and enhance stockholder value through the use of certain equity and cash incentive compensation opportunities.EligibilityAwards under the Amended 2021 Plan may be made to any present or future directors, officers, employees, consultants and other personnel of the Company or a subsidiary. As of December 31,2020,2022, it is expected that approximately13,64812,446 officers, employees, consultants and other personnel of the Company and all six of our non-employee directors who are expected to continue to serve as directors following the20212023 Annual Meeting will be eligible to participate in the Amended 2021 Plan.Shares Subject to the 2021 Plan
If approved, the Amended 2021 Plan would authorize us to issue a total of5,000,0009,287,000 shares of common stock.UpIf the Amended 2021 Plan is approved, up to5,000,0009,287,000 shares of common stock may be issued under the 2021 Plan covering a stock option granted as an"incentive“incentive stockoption" (withinoption” (within the meaning of Section 422 of the Internal Revenue Code of 1986).Shares of common stock subject to an award that is forfeited, expires, terminates or is settled for cash (in whole or in part), to the extent of such forfeiture, expiration, termination or cash settlement will be available for future grants of awards under the Amended 2021 Plan and will be added back in the same number of shares of common stock as were deducted in respect of such award. The payment of dividend equivalent rights in cash in conjunction with any outstanding awards will not be counted against the shares of common stock available for issuance under the Amended 2021 Plan. Shares of common stock tendered by an award holder, repurchased by the Company using proceeds from the exercise of stock options, reserved for issuance upon grant of stock-settled stock appreciation rights to the extent the number of reserved shares exceeds the number of shares actually issued upon exercise of the stock appreciation rights or withheld by the Company in payment ofUPBOUND GROUP, INC. - 2023 Proxy Statement59PROPOSAL FOUR: APPROVAL OF AN AMENDMENT TO THE UPBOUND GROUP, INC. 2021 LONG-TERM INCENTIVE PLANthe exercise price of a stock option or to satisfy any tax withholding obligation for an award will not again be available for awards under the Amended 2021 Plan.Limitations on Director AwardsThe maximum value of awards that can be granted during any calendar year to any non-employee director, solely with respect to his or her service as a member of the board, is $800,000.Minimum Vesting RequirementsNo awards granted under the Amended 2021 Plan shall vest or be exercisable (in the case of stock options and stock appreciation rights) earlier than the date that is one year following the date the award is granted; provided, however, (1) the Compensation Committee may provide that such restrictions may lapse or be waived upon therecipient'srecipient’s death or disability or termination of service, or in connection with a change in control, (2) awards that result in the issuance of an aggregate of up to five percent (5%) of the shares of common stock that may be authorized for grant (as such authorized number of shares of common stock may be adjusted as provided under the terms of the Amended 2021 Plan) may be granted without respect to such minimum vesting provision, and (3) awards may be granted to non-employee directors without respect to such minimum vesting provision.AdministrationThe Amended 2021 Planwillis generally to be administered by the Compensation Committee. The Compensation Committeewill havehas the full power and authority to: (1) select the persons to whom awards under the Amended 2021 Plan will be made and when such awards will bemade,made; (2) prescribe the types of awards to be granted and the terms and conditions of each such award and make amendmentsthereto,thereto; (3) construe, interpret and apply the provisions of the Amended 2021 Plan and of any award Agreement evidencing an award hereunder (each, an"Award Agreement"“Award Agreement”) or other document governing the terms of an award made under the Amended 2021Plan,Plan; (4) make any and all determinations and take any and all other actions as it deems necessary or desirable in order to carry out the terms of the Amended 2021 Plan and anyaward,award; (5) prescribe, amend and rescind rules and regulations relating to the Amended 2021 Plan, including rules governing the CompensationCommittee'sCommittee’s own operations and rules applicable to awardholders,holders; (6) correct any defect, supply any omission and reconcile any inconsistency in the Amended 2021Plan,Plan; (7) accelerate the time or times at which (a) the award becomes vested, unrestricted or may be exercised or (b) shares of common stock are delivered under theaward,award; (8) waive or amend any goals, restrictions, vesting provisions or conditions set forth in any Award Agreement, or impose new goals, restrictions, vesting provisions andconditions,conditions; (9) determine at any time whether awards may be settled in cash, shares of common stock, other securities or otherpropertyproperty; and (10) exercise all powers granted to it under the Amended 2021 Plan.Types of Awards
The types of awards that may be granted under the Amended 2021 Plan are:•Stock Options. The Amended 2021 Plan permits the granting of stock options at such times and upon such vesting and other conditions as determined by the Compensation Committee. The purchase price per share of common stock covered by an option granted under the Amended 2021 Plan may not be less than the Fair Market Value per share of common stock on the date the option is granted. The exercise price under an optionwhichthat is intended to qualify as an"incentive“incentive stockoption"option” granted to an employee who is a 10% stockholder may not be less than 110% of the Fair Market Value per share on the date the option is granted. Unless sooner terminated in accordance with its terms, an option will automatically expire on the tenth anniversary of the date it is granted (the fifth anniversary of the date it is granted in the case of an optionwhichthat is intended to qualify as an"incentive“incentive stockoption"option” granted to an employee who is a 10% stockholder).•Stock Awards. The Amended 2021 Plan permits the granting of restricted stock, deferred stock, stock units (whether in the form of restricted stock units or DSUs), stock bonus and other stock awards to such persons, at such times and upon such vesting and other conditions and restrictions as the Compensation Committee may determine. Unless otherwise determined by the Compensation Committee and set forth in the applicable Award Agreement, (1) the holder of a stock award will not be entitled to receive dividend payments (or, in the case of an award of stock units, dividend equivalent payments) with respect to the shares covered by the award and (2) the holder of shares of restricted stock may exercise voting rights pertaining to such shares.•Other Equity-Based Awards. Under the Amended 2021 Plan, the Compensation Committee may grant stock appreciation rights, dividend equivalent payment rights, phantom shares, phantom stock units, bonus shares and other forms of equity-based awards to eligible persons, subject to such terms and conditions as it may establish; provided, however that no dividend or dividend equivalent payment rights shall be attributable to awards of stock appreciation rights or stock options. The base price for a stock appreciation right granted under the Amended 2021 Plan may not be less than the Fair60UPBOUND GROUP, INC. - 2023 Proxy StatementPROPOSAL FOUR: APPROVAL OF AN AMENDMENT TO THE UPBOUND GROUP, INC. 2021 LONG-TERM INCENTIVE PLANMarket Value per share of stock covered by the award at the time it is granted. Unless soonerterminationterminated in accordance with its terms, a stock appreciation right will automatically expire on the tenth anniversary of the date it is granted. Awards made pursuant to this section may entail the transfer of shares of common stock to a participant or the payment in cash or other property determined with reference to shares of common stock.•Cash Awards. Under the Amended 2021 Plan, the Compensation Committee may grant awards in cash with the amount of the eventual payment subject to future service and such other restrictions and conditions as may be established by the Compensation Committee and set forth in the underlying agreement, including, but not limited to, continuous service with the Company and its subsidiaries, achievement of specific business objectives, increases in specified indices, attaining specified growth rates and other measurements of performance.Performance-Based Equity and Cash AwardsUnder the Amended 2021 Plan, the Compensation Committee may condition the grant, exercise, vesting or settlement of equity-based awards or annual or long-term cash incentive awards on the achievement of specified performance goals over any time period specified by the Compensation Committee. Any performance goal established in connection with an award granted under the Amended 2021 Plan may be based on any subjective or objective performance goal determined by the Compensation Committee in its discretion. The Compensation Committee, in its discretion, may determine to adjust any performance goals applicable to an award.Dividends and Dividend Equivalents
To the extent dividends or dividend equivalents are included in an Award Agreement for an applicable award, the right to receive such dividends and dividend equivalent rights shall be subject to the same performance-based vesting conditions and/or service-vesting conditions, as applicable, as the underlying award, and no dividends or dividend equivalents shall be released to the award holder until the award to which they pertain has vested. For the avoidance of doubt, no dividends or dividend equivalent rights may be granted in connection with stock options or stock appreciation rights granted under the Amended 2021 Plan.Change in ControlIf an awardholder'sholder’s employment or other service is terminated by the Company or any successor entity thereto without"cause"“cause” or by the award holder for"good reason" (as“good reason” (as each such term is defined in the applicable Award Agreement or an awardholder'sholder’s executive transition agreement or employment agreement, if applicable) upon or within two(2)years after a"change“change incontrol" (ascontrol” (as defined in the Amended 2021 Plan), (1) each award granted to such award holder prior to such change in control will become fully vested (including the lapsing of all restrictions and conditions) and, as applicable, exercisable as of the date of such termination of employment or other service, and (2) any shares deliverable pursuant to stock units will be delivered promptly (but no later thanfifteen (15)15 days) following such termination.As of the change in control date, any outstanding performance-based awards will be deemed earned at the greater of the target level and the actual performance level through the change in control date for all open performance periods and will cease to be subject to any further performance conditions but will continue to be subject to time-based vesting following the change in control in accordance with the original vesting and/or performance period and subject to the provisions of clause (1) in the paragraph above.Amendment and TerminationThe Board may amend or terminate the Amended 2021 Plan; provided, however, that no such action may adversely affect aholder'sholder’s rights under an outstanding award without his or her written consent. Any amendment that would increase the aggregate number of shares of common stock issuable under the Amended 2021 Plan, the maximum number of shares with respect to which options, stock appreciation rights or other equity awards may be granted to any employee in any calendar year, or that would modify the class of persons eligible to receive awards shall be subject to the approval of theCompany'sCompany’s stockholders. The Compensation Committee may amend the terms of any agreement or award made under the Amended 2021 Plan at any time and from time totime,time; provided, however, that any amendment which would adversely affect aholder'sholder’s rights under an outstanding award may not be made without his or her consent.ClawbackAwards under the Amended 2021 Plan will be subject to theCompany'sCompany’s clawback policy described under"Compensation“Compensation Discussion and Analysis — Policies and Risk Mitigation — ClawbackPolicy"Policy”, or any other clawback or recapture policy that the Company may adopt from time to time to the extent provided in such policy, and, in accordance with such policy, may be subject to the requirement that the awards be repaid to the Company after they have been distributed to the award holder.U.S. Federal Income Tax ConsequencesUPBOUND GROUP, INC. - 2023 Proxy Statement61PROPOSAL FOUR: APPROVAL OF AN AMENDMENT TO THE UPBOUND GROUP, INC. 2021 LONG-TERM INCENTIVE PLANU.S. Federal Income Tax ConsequencesThe following is a brief description of the U.S. federal income tax consequences generally arising with respect to grants of awards under the Amended 2021 Plan. This description is not intended to, and does not, provide or supplement tax advice to award participants. Participants are advised to consult with their own independent tax advisors with respect to the specific tax consequences that, in light of their particular circumstances, might arise in connection with their receipt of awards under the Amended 2021 Plan, including any state, local or foreign tax consequences and the effect, if any, of gift, estate and inheritance taxes.Incentive Stock OptionsA participant will not recognize taxable income upon exercising an incentive stock option (an"ISO"“ISO”), provided that the participant was, without a break in service, an employee of the Company or one of its subsidiaries during the period beginning on the date of the grant of the option and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the participant is disabled, as that term is defined in the Internal Revenue Code). Notwithstanding the foregoing, the alternative minimum tax may apply. Upon a disposition of shares acquired upon exercise of an ISO before the end of the applicable ISO holding periods, the participant generally will recognize ordinary income equal to the lesser of (a) the excess of the fair market value of the shares at the date of exercise of the ISO over the exercise price or (b) the amount realized upon the disposition of the ISO shares over the exercise price. Otherwise, aparticipant'sparticipant’s disposition of shares acquired upon the exercise of an ISO for which the statutory holding periods (defined as on or after the later of (i) the second anniversary of the date of grant of the ISO and (ii) the first anniversary of the date of exercise of the ISO) are met generally will result in long-term capital gain or loss measured by the difference between the sale price and theparticipant'sparticipant’s tax basis in such shares (the tax basis in the acquired shares of shares for which the ISO holding periods are met generally being the exercise price of the ISO).Non-Qualified Stock Options and Stock Appreciation RightsThe grant of a non-qualified stock option (i.e., an option other than an ISO) or SAR will create no tax consequences at the grant date for the participant or the Company. Upon exercising such an option or SAR, the participant will recognize ordinary income equal to the excess of the fair market value of the vested shares (and/or cash or other property) acquired on the date of exercise over the exercise price and will be subject to FICA (Social Security and Medicare) tax in respect of such amounts. Aparticipant'sparticipant’s disposition of shares acquired upon the exercise of a non-qualified stock option or SAR generally will result inlong—long- or short-term capital gain or loss measured by the difference between the sale price and theparticipant'sparticipant’s tax basis in such shares (the tax basis in the acquired shares generally being the exercise price plus any amount recognized as ordinary income in connection with the exercise of the option).Restricted SharesA participantofwith restricted shares generally will not be subject to income taxation at grant. Instead, upon lapse of the restrictions, the participant will recognize ordinary income equal to the fair market value of the shares on the date of lapse. Theparticipant'sparticipant’s tax basis in the shares received will be equal to the fair market value of the shares on the date the restrictions lapse, and theparticipant'sparticipant’s holding period in such shares begins on the day after the restrictions lapse.Restricted Stock Units
A participantofwith a restricted stock unit (whether time-vested or subject to achievement of performance goals) will not be subject to income taxation at grant. Instead, the participant will be subject to income tax at ordinary rates on the fair market value of the shares (or the amount of cash) received on the date of delivery. The recipient will be subject to FICA (Social Security and Medicare) tax at the time any portion of such award is deemed vested for tax purposes. The fair market value of the shares (if any) received on the delivery date will be theparticipant'sparticipant’s tax basis for purposes of determining any subsequent gain or loss from the sale of the shares, and therecipient'srecipient’s holding period with respect to such shares will begin at the delivery date. Gain or loss resulting from any sale of shares delivered to a participant will be treated as long- or short-term capital gain or loss depending on the holding period. If any dividend equivalent amounts are provided to the participant, they will be includible in theparticipant'sparticipant’s income as additional compensation (and not as dividend income) and will be subject to income and employment tax withholding.Disposition of SharesUnless stated otherwise above, upon the subsequent disposition of shares acquired under any of the preceding awards, a participant will recognize capital gain or loss based upon the difference between the amount realized on such disposition62UPBOUND GROUP, INC. - 2023 Proxy StatementPROPOSAL FOUR: APPROVAL OF AN AMENDMENT TO THE UPBOUND GROUP, INC. 2021 LONG-TERM INCENTIVE PLANand theparticipant'sparticipant’s basis in the shares, and such amount will be long-term capital gain or loss if such shares were held for more than 12 months. Capital gain is generally taxed at a maximum rate of 20% if the property is held more than one year.Cash AwardsA participant who receives a cash award will not recognize any taxable income for federal income tax purposes at grant, provided that no cash is actually paid at the time of grant. Upon the payment of any cash in satisfaction of the cash incentive award, the participant will realize ordinary income in an amount equal to the cash award received and the Company will be entitled to a corresponding deduction.DeductionThe Company generally will be entitled to a tax deduction equal to the amount recognized as ordinary income by the recipient in connection with the delivery of shares pursuant to a restricted stock unit or a performance stock unit, the exercise of an option or SAR or the lapse of restrictions on restricted shares. The Company will not be entitled to any tax deduction with respect to an ISO if the recipient holds the shares for the ISO holding periods prior to disposition of shares and is generally not entitled to a tax deduction for any award with respect to any amount that represents compensation in excess of $1 million paid to"covered employees"“covered employees” under Section 162(m) of the Internal Revenue Code.
Burn Rate and Overhang
Burn RateNew Plan BenefitsTheamount of each participant's awards, if any, for 2021 will be determined atfollowing table provides detailed information regarding thediscretion of the Compensation Committee and therefore cannot be calculated. As a result, the benefits that will be awarded or paid under the 2021 LTIP are not currently determinable. The awards grantedactivity related to our equity incentive plans for the years 2020, 2021 and 2022. Year Options
Granted Time-Based Full
Value Awards
Granted Target
Performance-
Based Awards
Granted Performance-
Based Awards
Earned Basic Weighted
Average Shares
Outstanding Burn
Rate 2022 0 512,060 712,704 608,748 53,850,000 2.08% 2021 99,000 191,651(1) 312,387 873,454 57,053,000 2.04% 2020 463,124 196,270 534,708 441,396 54,187,000 2.03% Three-Year Average 2.05% (1)8,096,595 Restricted Stock Awards were granted in fiscal yearwhich include2021 as merger consideration in connection with theFebruary 2021 Awards, would notCompany’s acquisition of Acima Holdings, LLC and havechanged in the 2021 LTIP had itbeenin place instead of the 2016 LTIP and are set forth in the following table. NEW PLAN BENEFITS
Rent-A-Center, Inc. 2021 Long-Term Incentive Plan Name and Position Dollar Value
($)(1) Number of
Restricted
Stock Units Number of
Performance
Stock Units(2) Number of
Deferred Stock
Units Mitchell Fadel
Chief Executive Officer$5,935,591 24,995 77,768 — Maureen Short
Chief Financial Officer$845,144 3,559 11,073 — Ann Davids
Executive Vice President — Chief Customer and Marketing Officer$398,544 1,678 5,222 — Jason Hogg
Executive Vice President — Acima$2,031,592 8,555 26,618 — Catherine Skula
Executive Vice President — Chief Development Officer$421,879 1,777 5,527 — All current executive officers, as a group (7 persons) $10,539,756 44,384 138,091 — All non-employee directors, as a group (6 persons)(3) $1,222,034 — — 41,293 All non-executive officer employees, as a group $9,870,606 70,761 100,129 — (1)For all employees, the dollar value reflectsexcluded from the number ofrestricted stock units and performance stock unitstime-based full value awards granted inFebruary 2021 for 2020 performance multiplied by $57.76, which was the closing price of our common stock on the Nasdaq Global Select Market on the date of grant. For non-employee directors, the dollar value reflects the value of DSUs awarded in respect of 2020 service, as described in "Corporate Governance — Director Compensation."(2)For all employees, the number of shares underlying the performance stock units reflects target payout. At maximum payout, the number of shares would increase by 100%. Forfiscal year 2021:
Time-based Restricted Stock Granted as Consideration for Acquisitions # of Shares/Units Year ended December 31, 2022 0 Year ended December 31, 2021 8,096,595 Year ended December 31, 2020 0 OverhangThe following table provides certain additional informationabout how performance stock units are earned, see "Compensation Discussion and Analysis — Executive Summary — 2020 Executive Compensation Highlights."(3)Includes DSUs awarded to Mr. Gade, who will retire from the Board following the 2021 Annual Meeting, in respect of his 2020 service. The group excludes Mr. Silver, who was appointed to the Board in January 2021 and did not receive any compensation in respect of 2020. As of March 9, 2023 Total number of shares subject to outstanding stock options 770,618 Weighted-average exercise price of outstanding stock options $ 22.56 Weighted-average remaining term of outstanding stock options 5.64 years Total number of shares subject to outstanding full value awards 2,726,985 Total number of shares available for grant under the LTIP 1,281,364 Total number of shares outstanding 55,729,109 Per-share closing price of common stock as reported on Nasdaq Global Market $ 26.53 UPBOUND GROUP, INC. - 2023 Proxy Statement63PROPOSALFIVE:
FOUR: APPROVAL OF AN AMENDMENT TO THEDECLASSIFICATION AMENDMENTSUpon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors adopted, subject to stockholder approval, the Declassification Amendments, which consist of amendments to Article FIFTH of the Company's Certificate of Incorporation to effectuate the declassification of the Board of Directors following theUPBOUND GROUP, INC. 2021Annual Meeting.
LONG-TERM INCENTIVE PLANTo facilitate the declassification of the Board of Directors in a timely matter (following approval of the Declassification Amendments by stockholders), each current member of the Board (other than Mr. Gade, who will retire following the 2021 Annual Meeting) — including the Class III director nominees nominated by the Board in this proxy statement for election at the 2021 Annual Meeting (the "Class III Director Nominees") should they be elected at the 2021 Annual Meeting — has previously committed to tender his or her resignation following the 2021 Annual Meeting if he or she is a member of the Board at that time, and each such director (including the Class III Director Nominees should they be elected at the 2021 Annual Meeting) will subsequently be reappointed to the declassified Board by the remaining members of the Board such that each member of the Board will serve a one-year term following the 2021 Annual Meeting and stand for election annually, beginning at the Company's 2022 annual meeting of stockholders (the "Accelerated Declassification Plan").Description of the Proposed Declassification AmendmentsCurrently, the Company's Certificate of Incorporation provides that the Board be divided into three classes with the number of directors in each class being as nearly equal as reasonably possible. Accordingly, approximately one-third of the directors are elected annually, each serving a three-year term.Theproposed Declassification Amendments provide that each director elected at each annual meeting of stockholders, beginning with the 2022 Annual Meeting, will serve a one-year term expiring at the following annual meeting of stockholders and until his or her respective successor is duly elected and qualified, or until his or her earlier death, resignation, disqualification or removal.Accordingly, if the proposed Declassification Amendments are approved by stockholders, as soon as practicable following the 2021 Annual Meeting, each director will, according to the Accelerated Declassification Plan, tender his resignation and will subsequently be reappointed to the declassified Board by the remaining members of the Board such that each member of the Board will serve a one-year term following the 2021 Annual Meeting and stand for election annually, beginning at the Company's 2022 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal.Under the Company's existing Certificate of Incorporation, and Delaware law (unless the certificate of incorporation provides otherwise), directors of companies that have a classified board of directors may be removed only for cause. Delaware law requires that directors of companies that do not have a classified board must be removable with or without cause. Accordingly, if the proposed Declassification Amendments are approved, any director elected at or after the 2021 Annual Meeting (after giving effect to the Accelerated Declassification Plan) may be removed from office at any time, with or without cause, by theaffirmative voteof the holdersof a majority of the sharesthenof common stock present in person or represented by proxy and entitled tovotebe voted on the proposal atan election of directors, voting together as a single class.Reasons for Declassifying the Board of DirectorsThe Board considered a number of factors that favor continuing with a classified board structure, as well as a number of factors that favor adopting a declassified board structure. Ultimately, after weighingthevarious factors, the Board determined that it would be in the best interestsmeeting is required for approval of theCompany and its stockholders to declassify the Board by amending the Certificate of Incorporation as set forth in Annex B to give effect to the Declassification Amendments.A classified board structure has a number of advantages. It allows a majority of the board to remain in place from year to year, which promotes continuity, stability and encourages the board to plan for long-term goals. Further, at any one time, approximately two-thirds of the elected board has experience with the business and operations of the company it manages.The Board also recognizes that a classified board structure can be viewed as diminishing a board's accountability to stockholders, because such structure does not enable stockholders to express a view on each director's performance by means of an annual vote. Annual voting allows stockholders to express their views on the individual performance of each director and on the entire board of directors more frequently than with a classified board structure, which provides stockholders a more active role in shaping and implementing corporate governance policies. Moreover, many institutional investors believe that the election of directors is the primary means for stockholders to influence corporate governance policies and to hold management accountable for implementing those policies. Public companies with classified boards also face increased scrutiny from proxy advisory firms.After weighing the factors above, among others, the Board determined that retaining a classified board structure is no longer in the best interests of the Company and its stockholders. For this reason, the Board approved and declared advisable an amendment to the Company's Certificate of Incorporation giving effect to the Declassification Amendments, a form of which is attached hereto and incorporated by reference herein as Annex B, and recommends that our stockholders vote to approve the adoption of such Declassification Amendments.If the stockholders approve the adoption of the Declassification Amendments, such amendments to our Certificate of Incorporation will become effective upon the filing of a Certificate of Amendment (giving effect to the Declassification Amendments) with the Secretary of State of the State of Delaware. We intend to file the Certificate of Amendment to effect the Declassification Amendments as soon as practicable following theAmended 2021Annual Meeting after the requisite vote for this proposal is obtained. After the filing of the Certificate of Amendment and implementing the Accelerated Declassification Plan, every director will stand for election at the 2022 annual meeting of stockholders (and thereafter) for one-year terms.Plan.Vote RequiredApproval of the adoption of the Declassification Amendments to eliminate the classified Board requires the affirmative vote of the holders of at least eighty percent (80%) of the common stock of the Company issued and outstanding as of the record date for the 2021 Annual Meeting.Our Board of Directors recommends that you vote
Amended 2021 Plan."FOR" the“FOR” approval of theDeclassification Amendments.64UPBOUND GROUP, INC. - 2023 Proxy StatementSECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENTThe following table sets forth the common stock ownership for each of our directors, each of the named executive officers,who are currently employed by us,all of our directors and executive officers as a group, and each of our known holders of 5% of our common stock.Beneficial ownership is determined in accordance with SEC rules and regulations.Unless otherwise indicated and subject to community property laws where applicable, we believe that each of the stockholders named in the table belowhas sole voting and investment control with respect tobeneficially own the shares indicated as beneficially owned. Information in the table is as of April5, 2021,11, 2023, unless otherwise indicated. Under applicable SEC rules, the definition of beneficial ownership for purposes of this table includes shares over which a person has sole or shared voting power, or sole or shared power to invest or dispose of the shares, whether or not a person has any economic interest in the shares, and also includes shares for which the person has the right to acquire beneficial ownership within 60 days of April 11, 2023. Name of Beneficial Owner Amount and Nature
of Beneficial Ownership Percent of
Common Stock Jeffrey Brown 167,536(1) * Mitchell Fadel 830,587(2) 1.5% Christopher Hetrick 80,781(3) * Jason Hogg(4) 85,217 * Fahmi Karam — * Harold Lewis 18,323(5) * Glenn Marino 25,512(5) * Carol McFate 27,015(5) * Bryan Pechersky 6,329 * Maureen Short(6) 95,791 * Transient Taylor 1,384 * Jen You 14,178(5) * All executive officers and directors as a group (14 total) 1,401,475 2.5% BlackRock, Inc. 7,960,653(7) 14.2%(7) The Vanguard Group 5,764,570(8) 10.3%(8) FMR LLC 8,350,504(9) 14.9%(9) Engaged Capital, LLC 3,604,216(10) 6.4%(10) Aaron Allred 5,155,768(11) 9.2%(11) *Name of Beneficial Owner Amount and Nature
of Beneficial OwnershipPercent of
Common Stock Jeffrey Brown
101,819 (1) * Ann Davids
40,546 * Mitchell Fadel
415,230 (2) * Michael Gade
61,737 (3) * Christopher Hetrick
46,212 (4) * Jason Hogg
— * Harold Lewis
9,689 (5) * Glenn Marino
7,935 (5) * Carol McFate
12,912 (5) * Maureen Short
135,936 * B.C. Silver
2,778 (5) * Catherine Skula
94,161 (6) * All executive officers and directors as a group (14 total)
976,721 1.5% BlackRock, Inc.
7,735,401 (7) 11.7% The Vanguard Group
7,214,667 (8) 10.9% *- Less than 1%.
(1)Includes54,05489,308 DSUs.(2)Includes 5,256 DSUs.(3)Includes57,737 DSUs. Mr. Gade has determined not to stand for re-election at the 2021 Annual Meeting and will retire as a director at that time.(4)Includes 32,48752,056 DSUs and13,72528,725 shares of our common stock owned by Mr. Hetrick in his personal capacity. In addition, as an affiliate of Engaged Capital, LLC, Mr. Hetrick may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own2,918,6093,604,216 shares held by funds affiliated with Engaged Capital, LLC (according to a Schedule13D/A13D filed by Engaged Capital, LLC with the SEC onAugust 25, 2020)December 9, 2022).(4)Information is as of March 1, 2022 based on Mr. Hogg’s most recent Form 4 and excludes unvested restricted stock units.(5)Comprised solely of DSUs.(6)Includes 103 shares held under the Company's deferred compensation plan.Information as of April 5, 2022 based on Ms. Short’s most recent Form 4 and excludes unvested restricted stock units.(7)The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York, 10055. BlackRock, Inc. exercises sole voting control over7,616,178all 7,894,569 of these shares and sole investment control over all7,735,4017,960,653 shares. This information is based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January26, 2021.- 23, 2023.
(8)The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The Vanguard Group exercises sole voting control over none of these shares, shared voting control over108,316111,567 of these shares, sole investment control over7,068,4795,598,992 of these shares, and shared investment control over146,188165,578 of these shares. This information is based on a Schedule 13G/A filed by The Vanguard Group with the SEC on February10, 2021.9, 2023.(9)The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. FMR LLC exercises sole voting control over 8,348,360 of these shares and sole investment control over all 8,350,504 shares. This information is based solely on information set forth in Schedule 13G filed with the SEC on February 9, 2023 by FMR LLC on behalf of itself and Abigail P. Johnson.(10)The address of Engaged Capital, LLC is 610 Newport Center Drive, Suite 250, Newport Beach, California 92660. Engaged Capital, LLC and Glenn W. Welling exercise sole voting control over all 3,604,216 of these shares and sole investment control over all 3,604,216UPBOUND GROUP, INC. - 2023 Proxy Statement65SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTshares. This information is based solely on information set forth in Schedule 13D filed with the SEC on December 9, 2022 by Engaged Capital, LLC on behalf of itself and Glenn W. Welling.(11)Includes 2,247,188 shares of our common stock owned by Mr. Allred in his personal capacity and 2,908,580 shares owned by Arklow Holdings, LLC of which Mr. Allred is a general member and manager.For each of the named executive officers and his or her ownership as reported in the table above, the following table sets forth: (1) common stock underlying restricted stock units that may vest within 60 days of April5, 2021,11, 2023, (2) common stock underlying performance stock units that may vest within 60 days of April5, 2021,11, 2023, assuming 100% of the target performance is achieved and (3) shares issuable upon the exercise of outstanding stock options that are exercisable within 60 days of April5, 2021.11, 2023. Name Common Stock UnderlyingRestricted Stock UnitsCommon Stock UnderlyingPerformance Stock UnitsShares Issuable UponExercise of Options Common Stock Underlying
Restricted Stock Units Common Stock Underlying
Performance Stock Units Shares Issuable upon
Exercise of Options
Mitchell Fadel — — 148,624 245,967
Maureen ShortFahmi Karam — — 53,606
Ann Davids — Maureen Short — 16,543
Jason Hogg — — —
Catherine SkulaAaron Allred — — 24,444 — Bryan Pechersky — — 5,000 Transient Taylor — — — Jason Hogg — — — 66UPBOUND GROUP, INC. - 2023 Proxy StatementDelinquent Section 16(a) ReportsDelinquent Section 16(a) ReportsSection 16(a) of the Securities Exchange Act of 1934 and related rules of the
Securities and Exchange Commission (the "SEC")SEC require our directors and Section 16 officers, and persons who own more than 10% of a registered class of our equity securities, to file initial reports of ownership and reports of changes in ownership with the SEC. These persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports that they file. Based on a review of reports filed by those persons, and upon representations from those persons, we believe that all SEC stock ownership reports required to be filed by those reporting persons during and with respect to20202022 were timelymade except for threemade.Annual Report on Form4s in respect of three transactions by Mr. Brown, two Form 4s in respect of two transactions by Mr. Gade, one Form 4 in respect of one transaction by Mr. Hetrick, one Form 4 in respect of one transaction by Mr. Marino, two Form 4s in respect of two transactions by Ms. McFate, one Form 4 in respect of three transactions by Ms. Short and one Form 4 in respect of one transaction by Ms. Skula. Such late filings were the result of administrative error that occurred in connection with the transition of the corporate secretary function of the Company during 2020.10-KAnnual Report on Form 10-KThe Company has filed with the SEC an Annual Report on Form 10-K for the year ended December 31,
20202022 (which is not a part of theCompany'sCompany’s proxy soliciting materials), a copy of which is available on our website at https://investor.rentacenter.com/financial-information/sec-filings.investor.upbound.com/financials-filings/sec-filings. The Company will provide without charge a copy of theCompany'sCompany’s Annual Report on Form 10-K for the year ended December 31,20202022 upon the written request of a stockholder to the Corporate Secretary,Rent-A-Center,Upbound Group, Inc., 5501 Headquarters Drive, Plano, Texas 75024.“Householding” of Proxy Materials"Householding" of Proxy MaterialsThe SEC has adopted rules that permit companies and intermediaries (for example, brokers) to satisfy the delivery requirements for proxy statements, annual reports and Notices with respect to two or more stockholders sharing the same address by delivering a single copy of any such proxy statement, annual report or Notice addressed to those stockholders. This process, which is commonly referred to as
"householding,"“householding,” potentially provides extra convenience for stockholders and cost savings for companies. If you are an affectedshareholderstockholder and no longer wish to participate in householding, or if you are receiving multiple copies of the proxy statement or the Notice and wish to receive only one, please notify your broker if your shares are held in a brokerage account, or the Company if you are the record holder of your shares. Such a notification to the Company may be submitted to theRent-A-CenterUpbound Legal Department in writing at Attn: Legal Department,Rent-A-Center,Upbound Group, Inc., 5501 Headquarters Drive, Plano, Texas 75024, or by calling 972-801-1100. Additionally, we will deliver promptly to any affected stockholder, upon his or her written request made to the address in the preceding sentence, an additional copy of the proxy statement, annual report and/or Notice.Stockholder ProposalsSubmission of Stockholder ProposalsFrom time to time, stockholders may seek to nominate directors or present proposals for inclusion in the proxy statement and form of proxy for consideration at an annual stockholders meeting. To be included in the proxy statement or considered at an annual or any special meeting, you must timely submit nominations of directors or proposals, in addition to meeting other legal requirements.
We must receive proposals for possible inclusion in theCompany'sCompany’s proxy statement related to the20222024 annual stockholders meeting no later than December 27,20212023, and such proposals must otherwise comply with Rule 14a-8 under the Exchange Act.Pursuant to ourBylaws,bylaws, subject to certain limited exceptions, other proposals for possible consideration at the20222024 annual stockholders meeting, including proposals for the nomination of one or more directors, must be received in writing by us no earlier than the close of business on February8, 2022,7, 2024, and no later than the close of business on March10, 2022.8, 2024. Any such proposal must be in proper form as specified in ourBylaws,bylaws, must be submitted by a stockholder of the Company meeting the requirements set forth in ourBylawsbylaws and must comply with the rules of the SEC concerningshareholderstockholder proposals.Direct any proposals, as well as related questions, to the Corporate Secretary,Rent-A-Center,Upbound Group, Inc., 5501 Headquarters Drive, Plano, Texas 75024.To comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 7, 2024. Please note that the advance notice requirement under Rule 14a-19 does not override or supersede the longer advance notice requirements under our bylaws.Our bylaws permit stockholders to nominate directors for election at an annual stockholder meeting without having been included in our proxy statement. To make such a nomination, the stockholder must deliver a notice to our Secretary inOther BusinessUPBOUND GROUP, INC. - 2023 Proxy Statement67OTHER INFORMATIONaccordance with our bylaws, which, in general, require that the notice be received by our Secretary within the time period described above with respect to a stockholder proposal that is submitted for presentation directly at the 2024 annual meeting but not intended to be included in our Proxy Statement under Rule 14a-8. The stockholder and nominee must also provide information in the notice and satisfy the other requirements specified in our bylaws. In addition to satisfying all of the requirements under our bylaws, any stockholder who intends to solicit proxies in support of director nominees other than the Company’s nominees at the 2024 annual meeting must also comply with all applicable requirements of Rule 14a-19 under the Exchange Act.Other BusinessThe Board does not intend to bring any business before the annual stockholders meeting other than the matters referred to in thisnoticeproxy statement and at this date has not been informed of any matters that may be presented to the annual stockholders meeting by others. If, however, any other matters properly come before the annual stockholders meeting, or any adjournments or postponement thereof, it is intended that the persons named in the accompanying proxy solicited by the board will vote pursuant to the proxy in accordance with their best judgment on such matters.PLEASE VOTE — YOUR VOTE IS IMPORTANT68UPBOUND GROUP, INC. - 2023 Proxy StatementAnnex A:Amended 2021 Long-Term Incentive Plan(See attached)UPBOUND GROUP, INC. - 2023 Proxy StatementA-1Annex A: Amended 2021 Long-Term Incentive PlanUPBOUND GROUP, INC.
AMENDED 2021 LONG-TERM INCENTIVE PLAN1.Purpose. The purpose of theRent-A-Center,Upbound Group, Inc. Amended 2021 Long-Term Incentive Plan (as amended from time to time, the"Plan"“Plan”) is to foster the ability ofRent-A-Center,Upbound Group, Inc. (the"Company"“Company”) and its subsidiaries to attract, motivate and retain key personnel and enhance stockholder value through the use of certain equity and cash incentive compensation opportunities. The Plan,replacesas approved by the Company’s stockholders on June 8, 2021, replaced the Rent-A-Center, Inc. 2016 Long-Term Incentive Plan (the"Prior Plan"“Prior Plan”) for Awards granted after the date of such stockholder approval. EffectiveDate. AwardsJune 8, 2021, the Prior Plan terminated, awards may not be granted under the Prior Planbeginning on the Effective Dateand any awards that remain outstanding under the Prior Planas of the Effective Dateshall be settled under the Plan, subject to their original terms andconditions and the Prior Plan shall be terminated as of the Effective Date.conditions.
2.Administration.(a)Committee. The Plan will be administered by the compensation committee of theCompany'sCompany’s board of directors (the"Committee"“Committee”).(b)Responsibility and Authority of Committee. Subject to the provisions of the Plan, the Committee, acting in its discretion, will have responsibility and full power and authority to (i) select the persons to whom Awards under the Plan("Awards"(“Awards”) will be made and when such Awards will be made, (ii) prescribe the types of Awards to be granted and the terms and conditions of each such Award and make amendments thereto, (iii) construe, interpret and apply the provisions of the Plan and of any Award Agreement evidencing an Award hereunder (each, an"Award Agreement"“Award Agreement”) or other document governing the terms of an Award made under the Plan, (iv) make any and all determinations and take any and all other actions asitthe Committee deems necessary or desirable in order to carry out the terms of the Plan and any Award, (v) prescribe, amend and rescind rules and regulations relating to the Plan, including rules governing theCommittee'sCommittee’s own operations and rules applicable to Award holders, (vi) correct any defect, supply any omission and reconcile any inconsistency in the Plan, (vii) accelerate the time or times at which (A)thean Award becomes vested, unrestricted or may be exercised or (B) shares of Common Stock are delivered under the Award, (viii) waive or amend any goals, restrictions, vesting provisions or conditions set forth in any Award Agreement, or impose new goals, restrictions, vesting provisions and conditions, (ix) determine whether, to what extent and under what circumstances and method or methods Awards may be settled in cash, Shares of Common Stock, other securities, otherAwardAwards or other Property, and (x) exercise all powers granted toitthe Committee under the Plan. Notwithstanding the foregoing, theCompany'sCompany’s board of directors (the"Board"“Board”) will have sole responsibility and authority for matters relating to the grant and administration of Awards to non-employee directors, and reference herein to the Committee with respect to any such matters will be deemed to refer to the Board. In exercising its responsibilities under the Plan, the Committee may obtain at theCompany'sCompany’s expense such advice, guidance and other assistance from outside compensation consultants and other professional advisers asitthe Committee deems appropriate.(c)Delegation of Authority. Subject to the requirements of applicable law, the Committee may delegate to any person or group or subcommittee of persons (who may, but need not be, members of the Committee) such Plan-related functions within the scope of its responsibility, power and authority on such terms and conditions as it deems appropriate; provided, however, that the Committee may not delegate authority to grant or administer Awards granted to theCompany'sCompany’s senior executive officers. Except as specifically provided to the contrary, references to the Committee include any person or group or subcommittee of persons to whom the Committee has delegated its duties and powers.(d)Committee Actions. A majority of the members of the Committee shall constitute a quorum. The Committee may act by the vote of a majority of its members present at a meeting at which there is a quorum or by unanimous written consent. The decision of the Committee as to any disputed question, including questions of construction, interpretation and administration, shall be final, binding and conclusive on all persons. The Committee shall keep a record of its proceedings and acts and shall keepor cause to be kept such books and records as may be necessary in connection with the proper administration of the Plan.
(e)Indemnification. The Company shall indemnify and hold harmless each member of the Committee or subcommittee appointed by the Committee and any employee or director of the Company or of a subsidiary to whom any duty or power relating to the administration or interpretation of the Plan is delegated from and against any loss, cost, liability (including any sum paid in settlement of a claim with the approval of the Board), damage and expense, including legal and other expenses incident thereto, arising out of or incurred in connection withthesuchperson'sperson’s services under the Plan, unless and except to the extent attributable to suchperson'sperson’s fraud or willful misconduct. The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which such Committee member may otherwise be entitled under theCompany'sCompany’s organizational documents, pursuant to any individual indemnification agreements between such Committee member and the Company, as a matter of law, or otherwise, or any other powerthatthe Company may have to indemnify such persons or hold them harmless.3.Eligibility. Awards under the Plan may be made to any present or future directors, officers, employees, consultants and other personnel of the Company or a subsidiary.A-2UPBOUND GROUP, INC. - 2023 Proxy StatementAnnex A: Amended 2021 Long-Term Incentive Plan4.Limitations on Plan Awards.(a)Aggregate Share Limitations. The aggregate number of shares of theCompany'sCompany’s common stock, par value $0.01 per share (the"Common Stock"“Common Stock”), that may be issued pursuant to Awards granted under the Plan shall not exceed5,000,0009,287,000 shares of Common Stock. Up to5,000,0009,287,000 shares of Common Stock (as adjusted pursuant to Section 13 below) may be issued under the Plan covering a stock option granted as an"incentive“incentive stockoption" (withinoption” (within the meaning of Section 422 of the Internal Revenue Code of 1986). Shares of Common Stock subject to awards that are assumed, converted or substituted under the Plan as a result of theCompany'sCompany’s acquisition of another company (including by way of merger, combination or similar transaction)("(the “AcquisitionAwards"Awards”) will not count against the number of shares of Common Stock that may be granted under the Plan or be subject to the minimum vesting provisions in Section 11 below. Available shares under a stockholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan (subject to Nasdaq rules) and do not reduce the maximum number of shares of Common Stock available for grant under the Plan.(b)Replacement of Shares. Shares of Common Stock subject to an Award that is forfeited, expires, terminates or is settled for cash (in whole or in part), to the extent of such forfeiture, expiration, termination or cash settlement will be available for future grants of Awards under the Plan and will be added back in the same number of shares of Common Stock as were deducted in respect of such Award. The payment of dividend equivalent rights in cash in conjunction with any outstanding Awards will not be counted against the shares of Common Stock available for issuance under the Plan. Shares of Common Stock tendered by an Award holder, repurchased by the Company using proceeds from the exercise of stock options, reserved for issuance upon grant of stock-settled stock appreciation rights to the extent the number of reserved shares exceeds the number of shares actually issued upon exercise of the stock appreciation rights or withheld by the Company in payment of the exercise price of a stock option or to satisfy any tax withholding obligation for an Award will not again be available for Awards under the Plan.(d)(c) Director Award Limitations. Aggregate Awards to any one non-employee director in respect of any calendar year, solely with respect to his or her service as a director, may not exceed $800,000 based on the aggregate value of cash fees, cash-based Awards and Fair Market Value of stock-based Awards, in each case determined as of the grant date.5.Stock Option Awards. Subject to the Plan, the Committee may grant stock options to such persons, at such times and upon such vesting and other conditions as the Committee, acting in its discretion, may determine.
(a)Minimum Exercise Price. The purchase price per share of Common Stock covered by an option granted under the Plan may not be less than the Fair Market Value per share of Common Stock on the date the option is granted. For purposes of the Plan,"Fair“Fair MarketValue"Value” means: (i) if the Common Stock is listed on an established stock exchange or traded on the Nasdaq Stock Market, the closing sales price (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable, and (ii) if not so reported, as determined in accordance with a valuation methodology approved by the Committee. The exercise price under an option which is intended to qualify as an"incentive“incentive stockoption"option” (within the meaning of Section 422 of the Internal Revenue Code of 1986) granted to an employee who is a 10% stockholder within the meaning of Section 422(b)(6) of the Code may not be less than 110% of the Fair Market Value per share on the date the option is granted.(b)Maximum Duration. Unless sooner terminated in accordance with its terms, an option will automatically expire on the tenth anniversary of the date it is granted (the fifth anniversary of the date it is granted in the case of an option which is intended to qualify as an"incentive“incentive stockoption"option” granted to an employee who is a 10% stockholder).(c)Nontransferability. No option shall be assignable or transferable except upon theoptionee'soptionee’s death to a beneficiary designated by the optionee in a manner prescribed or approved for this purpose by the Committee or, if no designated beneficiary shall survive the optionee, pursuant to theoptionee'soptionee’s will or by the laws of descent and distribution. During anoptionee'soptionee’s lifetime, options may be exercised only by the optionee or theoptionee'soptionee’s guardian or legal representative. Notwithstanding the foregoing, the Committee may permit, in its discretion, the inter vivos transfer of anoptionee'soptionee’s options (other than options designated as"incentive“incentive stockoptions"options”) by gift to any"family member" (within“family member” (within the meaning of Item A.1.(a)(5) of the General Instructions to Form S-8 or any successor provision), on such terms and conditions as the Committee deems appropriate.(d)Manner of Exercise. An option may be exercised by transmitting to the Secretary of the Company (or such other person designated by the Committee) a written notice identifying the option being exercised and specifying the number of shares being purchased, together with payment of the exercise price and the amount of the applicable tax withholding obligations (unless other arrangements are made for the payment of such exercise and/or the satisfaction of such withholding obligations). The Committee, acting in its discretion, may permit the exercise price and withholding obligation to be paid in whole or in part in cash or by check, by means of a cashless exercise procedure to the extentUPBOUND GROUP, INC. - 2023 Proxy StatementA-3Annex A: Amended 2021 Long-Term Incentive Planpermitted by law, by the surrender of previously-owned shares of Common Stock (to the extent of the Fair Market Value thereof) or, subject to applicable law, by any other form of consideration deemed appropriate.(e)Rights as a Stockholder. No shares of Common Stock will be issued in respect of the exercise of an option until payment of the exercise price and the applicable tax withholding obligations have been made or arranged to the satisfaction of the Company. The holder of an option shall have no rights as a stockholder with respect to any shares covered by the option until the shares are issued pursuant to the exercise of the option.6.Stock Awards. Subject to the Plan, the Committee may grant restricted stock, deferred stock, stock units (whether in the form of restricted stock units or deferred stock units), stock bonus and other stock Awards to such persons, at such times and upon such vesting and other conditions and restrictions as the Committee, acting in its discretion, may determine.(a)Stock Certificates for Restricted Stock. As determined by the Committee in its discretion, shares of restricted stock issued pursuant to a stock Award may be evidenced by book entryon the
Company'sCompany’s stock transfer records or by a stock certificate issued in therecipient'srecipient’s name and bearing an appropriate legend regarding the conditions and restrictions applicable to the shares. The Company may require that any stock certificates for restricted shares be held in custody by the Company or a designee pending the lapse of applicable forfeiture conditions and transfer restrictions. The Committee may condition the issuance of shares of restricted stock on therecipient'srecipient’s delivery to the Company of a stock power, endorsed in blank, for such shares.(b)Stock Certificates for Vested Stock. As determined by the Committee in its discretion, the recipient of a stock Award which is vested at the time of grant or which thereafter becomes vested may be evidenced by book entry on theCompany'sCompany’s stock transfer records or may be entitled to receive a stock certificate, free and clear of conditions and restrictions (except as may be imposed in order to comply with applicable law) for the shares covered by such vested Award, subject to the payment or satisfaction of applicable tax withholding obligations and, in the case of shares covered by a vested stock unit Award, subject to applicable deferral conditions permitted by Section 409A of the Code.(c)Rights as a Stockholder. Unless otherwise determined by the Committee and set forth in the applicable Award Agreement, (i) the holder of a stock Award will not be entitled to receive dividend payments (or, in the case of an Award of stock units, dividend equivalent payments) with respect to the shares covered by the Award and (ii) the holder of shares of restricted stock may exercise voting rights pertaining to such shares.(d)Nontransferability. Except as may be specifically permitted by the Committee in connection with transfers at death or pursuant to inter vivos gifts, no outstanding stock Award and no shares of stock covered by an outstanding stock Award may be sold, assigned, transferred, disposed of, pledged or otherwise hypothecated other than to the Company in accordance with the terms of the Award or the Plan. Any attempt to do any of the foregoing shall be null and void and, unless the Committee determines otherwise, shall result in the immediate forfeiture of the Award and/or the shares.7.Other Equity-Based Awards. The Committee may grant stock appreciation rights, dividend equivalent payment rights, phantom shares, phantom stock units, bonus shares and other forms of equity-based Awards to eligible persons, subject to such terms and conditions as it may establish; provided, however, that no dividend or dividend equivalent payment rights shall be attributable to Awards of stock appreciation rights or stock options. The base price for a stock appreciation right granted under the Plan may not be less than the Fair Market Value per share of stock covered by the Award at the time it is granted. Unless sooner termination in accordance with its terms, a stock appreciation right will automatically expire on the tenth anniversary of the date it is granted. Awards made pursuant to this section may entail the transfer of shares of Common Stock to a participant or the payment in cash or other property determined with reference to shares of Common Stock.8.Cash Awards. The Committee may grant Awards in cash with the amount of the eventual payment subject to future service and such other restrictions and conditions as may be established by the Committee and set forth in the underlying agreement, including, but not limited to, continuous service with the Company and its subsidiaries, achievement of specific business objectives, increases in specified indices, attaining specified growth rates and other measurements of performance.9.Performance-Based Equity and Cash Awards.(a)General. The Committee may condition the grant, exercise, vesting or settlement of equity-based Awards or annual or long-term cash incentive Awards on the achievement of specified performance goals in accordance with this section. The applicable performance period for measuring achievement of specified performance goals may be any period designated by the Committee.A-4UPBOUND GROUP, INC. - 2023 Proxy StatementAnnex A: Amended 2021 Long-Term Incentive Plan(b)Performance Goals. Any performance goal established in connection with an Award granted under the Plan may be based on any subjective or objective performance goal determined by the Committee in its discretion. The Committee, in its discretion, may determine to adjust any performance goals applicable to an Award.(c)Calculation of Performance-Based Award. At the expiration of the applicable performance period, the Committee shall determine the extent to which the performance goals established pursuant to this Section 9 have been achieved and the extent to which each performance-based Award has been earned. The Committee may exercise its discretion to increase or decrease the amount or value of an Award that would otherwise be payable in accordance with the terms of a performance-based Award granted under the Plan.
10.Dividends and Dividend Equivalents. To the extent dividends or dividend equivalents are included in an Award Agreement for an applicable Award, the right to receive such dividends and dividend equivalent rights shall be subject to the same performance-vesting conditions and/or service-vesting conditions, as applicable, as the underlying Award, and no dividends or dividend equivalents shall be released to the Award holder until the Award to which they pertain has vested. For the avoidance of doubt, no dividends or dividend equivalent rights may be granted in connection with stock options or stock appreciation rights granted under the Plan.11.Minimum Vesting Period. Notwithstanding any other provision of the Plan to the contrary, no Awards granted under the Plan, shall vest or be exercisable (in the case of stock options and stock appreciation rights), earlier than the date that is one year following the date the Award is granted; provided, however, that, notwithstanding the foregoing, (a) the Committee may provide that such restrictions may lapse or be waived upon therecipient'srecipient’s death or disability or termination of service, or in connection with a Change in Control (as defined in Section 13(b) below), (b) Awards that result in the issuance of an aggregate of up to five percent (5%) of the shares of Common Stock that may be authorized for grant under Section 4 (as such authorized number of shares of Common Stock may be adjusted as provided under the terms of the Plan) may be granted without respect to such minimum vesting provision, and (c) Awards may be granted to non-employee directors without respect to such minimum vesting provision.12.Prohibition on Stock Option and Stock Appreciation Right Repricing. Except as provided in Section 13 below (Adjustments; Change in Control), the Committee may not, without prior approval of theCompany'sCompany’s stockholders, effect any repricing of any previously granted"underwater"“underwater” stock option or stock appreciation right by: (a) amending or modifying the terms of the stock option or stock appreciation right to lower the exercise price; or (b) canceling the underwater stock option or stock appreciation right and granting either (i) replacement stock options or stock appreciation rights having a lower exercise price, or (ii) restricted stock, restricted stock units, or other stock-based award in exchange, or (iii)cancellingcanceling or repurchasing the underwater stock options or stock appreciation rights for cash or other securities. A stock option or stock appreciation right will be deemed to be"underwater"“underwater” at any time when the Fair Market Value of the shares of Common Stock covered by such Award is less than the exercise price or base price of the Award.13.Adjustments; Change in Control.(a)Adjustments Upon Changes in Capitalization. The aggregate number and class of shares issuable under the Plan, the maximum number of shares with respect to which options, stock appreciation rights and other equity Awards may be granted to or earned by any employee in any calendar year, the number and class of shares and the exercise price or base price per share covered by each outstanding option and stock appreciation right, and the number and class of shares covered by each outstanding stock Award or other-equity-based Award, and any per-share base or purchase price or target market price included in the terms of any such Award, and related terms shall be adjusted by the Board or the Committee in such manner as it deems appropriate (including, without limitation, by payment of cash) to reflect any increase or decrease in the number of issued shares of Common Stock resulting from a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split up, combination, reclassification or exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation or any other change in the corporate structure or shares, including any extraordinarydividend or extraordinary distribution, and/or to reflect a change in the character or class of shares covered by the plan arising from a readjustment or recapitalization of the
Company'sCompany’s capital stock.(b)Change in Control.(i) If an Awardholder'sholder’s employment or other service is terminated by the Company or any successor entity thereto without"cause"“cause” or by the Award holder for"good reason" (as“good reason” (as each such term is defined in the applicable Award Agreement or an Awardholder'sholder’s executive transition agreement or employment agreement, if applicable) upon or within two (2) years after a Change in Control, (A) each Award granted to such Award holder prior to such Change in Control will become fully vested (including the lapsing of all restrictions and conditions) and, as applicable, exercisable as of the date of such termination of employment or other service, and (B) any shares deliverable pursuant to stock units will be delivered promptly (but no later than fifteen (15) days) following such termination.(ii) As of the Change in Control date, any outstanding performance-based Awards will be deemed earned at the greater of the target level and the actual performance level through the Change in Control date for all openUPBOUND GROUP, INC. - 2023 Proxy StatementA-5Annex A: Amended 2021 Long-Term Incentive Planperformance periods and will cease to be subject to any further performance conditions but will continue to be subject to time-based vesting following the Change in Control in accordance with the original vesting and/or performance period and subject to the provisions of clause (i)above.above
.(iii) Notwithstanding the foregoing, in the event of a Change in Control, an Awardholder'sholder’s Award will be treated, to the extent determined by the Committee to be permitted under Section 409A, in accordance with one or more of the following methods as determined by the Committee in its discretion: (A) settle such Awards for fair value (as determined in the discretion of the Committee), which in the case of options and stock appreciation rights, may equal the excess, if any, of the value of the consideration to be paid in the Change in Control transaction to holders of the same number of shares of Common Stock subject to such options or stock appreciation rights over the aggregate exercise price of such options or stock appreciation rights, as the case may be; (B) provide for the assumption of or the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted under the Plan, as determined by the Committee in its discretion; or (C) provide that for a period of at least twenty (20) days prior to the Change in Control, any options or stock appreciation rights that would not otherwise become exercisable prior to the Change in Control will be exercisable as to all shares of Common Stock subject thereto (but any such exercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the exercise will be null and void) and that any options or stock appreciation rights not exercised prior to the consummation of the Change in Control will terminate and be of no further force and effect as of the consummation of the Change in Control. In the event that the consideration paid in the Change in Control includes contingent value rights, the Committee will determine if Awards settled under clause (A) above are (1) valued at closing taking into account such contingent value rights (with the value determined by the Committee in its sole discretion) or (2) entitled to a share of such contingent value rights. For the avoidance of doubt, in the event of a Change in Control where all options and stock appreciation rights are settled for an amount (as determined in the sole discretion of the Committee) of cash or securities, the Committee may, in its sole discretion, terminate any option or stock appreciation right for which the exercise price is equal to or exceeds the per share value of the consideration to be paid in the Change in Control transaction without payment of consideration therefor. Similar actions to those specified in this clause (iii)may be taken in the event of a merger or other corporate reorganization that does not constitute a Change in Control.(c)"Change“Change inControl"Control” means the occurrence of any of the following:(i) any"person" (as“person” (as that term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the"Exchange Act"“Exchange Act”)), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 30% ormore of the combined voting power of the then outstanding securities of the Company eligible to vote for the election of the members of the Board (the
"“Company Voting Securities"”), unless (A) such person is the Company, (B) such person is an employee benefit plan (or a trust which is a part of such a plan) which provides benefits exclusively to, or on behalf of, employees or former employees of the Company, (C) such person is the Award holder, an entity controlled by the Award holder or a group which includes the Award holder, or (D) such person acquired such securities in a Non-Qualifying Transaction (as defined in clause (iv)below)below);(ii) during any period of not more than twelve (12) months, individuals who constitute the Board as of the beginning of the period (the"“Incumbent Directors"”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the beginning of such period, whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of theCompany'sCompany’s proxy statement in which such person is named as a nominee for director, without written objection to such nomination) will be an Incumbent Director; provided,,however, that no individual initially elected or nominated as a director of the Company as a result of an actual or publicly threatened election contest with respect to directors or as a result of any other actual or publicly threatened solicitation of proxies by or on behalf of any person other than the Board will be deemed to be an Incumbent Director;(iii) any dissolution or liquidation of the Company or any sale or the disposition of all or substantially all of the assets or business of the Company; or(iv) the consummation of any reorganization, merger, consolidation or share exchange or similar form of corporate transaction involving the Company (a"“Business Combination"”), unless immediately following such Business Combination: (A) more than 50% of the total voting power of (x) the entity resulting from such Business Combination (the"“Surviving Entity"”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of at least 95% of the voting power, is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Entity or the parent), is or becomes the beneficial owner, directly orA-6UPBOUND GROUP, INC. - 2023 Proxy StatementAnnex A: Amended 2021 Long-Term Incentive Planindirectly, of 30% or more of the total voting power of the outstanding voting securities eligible to elect directors of the parent (or, if there is no parent, the Surviving Entity) and (C) at least a majority of the members of the board of directors of the parent (or, if there is no parent, the Surviving Entity) following the consummation of the Business Combination were Incumbent Directors at the time of theBoard'sBoard’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (A), (B) and (C) of this clause (iv) will be deemed to be a"“Non-Qualifying Transaction"”).(d)Fractional Shares. In the event of any adjustment in the number and type of shares covered by any Award pursuant to the provisions hereof, any fractional shares resulting from such adjustment shall be disregarded, and each such Award shall cover only the number of full shares resulting from the adjustment.(e)Determination of Board or Committee to be Final. All adjustments under this Section 13 shall be made by the Board or the Committee, and its determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive.14.Tax Withholding. As a condition to the exercise or settlement of any Award, or in connection with any other event that gives rise to a tax withholding obligation on the part of the Company or a subsidiary relating to an Award, the Company and/or the subsidiary may (a) deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the recipient of an Award,whether or not made pursuant to the Plan or (b) require the recipient to remit cash (through payroll deduction or otherwise), in each case in an amount sufficient in the opinion of the Company to satisfy such withholding obligation. If the event giving rise to the withholding obligation involves a transfer of shares of stock, then, at the discretion of the Committee, the recipient may satisfy the applicable tax withholding obligation by electing to have the Company withhold shares of stock or by tendering previously-owned shares, in each case having a Fair Market Value equal to the amount of tax to be withheld (or by any other mechanism as may be required or appropriate to conform with local tax and other rules).
15.Amendment and Termination. The Board may amend or terminate the Plan; provided, however, that no such action may adversely affect aholder'sholder’s rights under an outstanding Award without his or her written consent. Any amendment that would increase the aggregate number of shares of Common Stock issuable under the Plan, the maximum number of shares with respect to which options, stock appreciation rights or other equity awards may be granted to any employee in any calendar year, or that would modify the class of persons eligible to receive Awards shall be subject to the approval of theCompany'sCompany’s stockholders. The Committee may amend the terms of any agreement or Award made hereunder at any time and from time totime,time; provided, however, that any amendment which would adversely affect aholder'sholder’s rights under an outstanding Award may not be made without his or her consent.16.General Provisions.(a)Shares Issued Under Plan. Shares of Common Stock available for issuance under the Plan may be authorized and unissued, held by the Company in its treasury or otherwise acquired for purposes of the Plan. No fractional shares will be issued under the Plan.(b)Compliance with Law and Other Requirements. The Company will not be obligated to issue or deliver shares of stock pursuant to the Plan unless the issuance and delivery of such shares complies with applicable law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the requirements of any stock exchange or market upon which theCompany'sCompany’s stock may then be listed, and theCompany'sCompany’s insider trading policy, as in effect from time to time. The Company may prevent or delay the exercise of an option or stock appreciation right, or the settlement of an Award and/or the termination of restrictions applicable to an Award if and to the extent the Company deems necessary or advisable in order to avoid a violation of applicable laws or its own policies regarding the purchase and sale of its stock. If, during the period of any such ban or delay, the term of an affected stock option, stock appreciation right or other Award would expire, then the term of such option, stock appreciation right or other Award will be extended for thirty days after theCompany'sCompany removes the restriction against exercise.(c)Transfer Orders; Placement of Legends. All certificates for shares of Common Stock delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Company may deem advisable, including pursuant to the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange or market upon which theCompany'sCompany’s stock may then be listed, and any applicable federal or state securities law. The Company may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.(d)No Employment or other Rights. Nothing contained in the Plan or in any Award Agreement shall confer upon any recipient of an Award any right with respect to the continuation of his or her employment or other service with the Company or a subsidiary or interfere in any way with the right of the Company and its subsidiaries at any time to terminate such employment or other service or to increase or decrease, or otherwise adjust, the other terms and conditions of therecipient'srecipient’s employment or other service.UPBOUND GROUP, INC. - 2023 Proxy StatementA-7Annex A: Amended 2021 Long-Term Incentive Plan(e)Decisions and Determinations Final. All decisions and determinations made by the Board pursuant to the provisions hereof and, except to the extent rights or powers under the Plan arereserved specifically to the discretion of the Board, all decisions and determinations of the Committee, shall be final, binding and conclusive on all persons.
(f)Non-Uniform Determinations. TheBoard'sBoard’s and theCommittee'sCommittee’s determinations under the Plan and Award Agreements need not be uniform and any such determinations may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Board and the Committee will be entitled, among other things, to make non-uniform and selective determinations under Award Agreements, and to enter into non-uniform and selective Award Agreements, as to (i) the persons to receive Awards, (ii) the terms and provisions of Awards and (iii) whether an Awardholder'sholder’s employment or other service has been terminated for purposes of the Plan.(g)Section 409A. The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the"short-term“short-term deferralperiod"period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six-month period immediately following the Awardrecipient's "separationrecipient’s “separation fromservice"service” as defined in Section 409A of the Code shall instead be paid on the first payroll date after the six-month anniversary of therecipient'srecipient’s separation from service (or therecipient'srecipient’s death, if earlier). Notwithstanding the foregoing, neither the Company nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on any individual under Section 409A of the Code and neither the Company nor the Committee will have any liability to any individual for such tax or penalty. If the Award includes a"series“series of installmentpayments" (withinpayments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Awardholder'sholder’s right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment.(h)Clawback/Recapture Policy. Awards under the Plan will be subject to any clawback or recapture policy that the Company may adopt from time to time to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that the Awards be repaid to the Company after they have been distributed to the Award holder.17.Governing Law. All rights and obligations under the Plan and each Award Agreement or instrument shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its principles of conflict of laws.18.Dispute Resolution. Any controversy or claim between the Company and an Award holder arising out of or relating to or concerning the Plan or any Award granted hereunder will be finally settled by arbitration in Dallas, Texas administered by the American Arbitration Association (the"AAA"“AAA”) and each party shall be responsible for its own legal fees; provided, however, that the Company shall reimburse the Award holder for suchholder'sholder’s reasonable fees and expenses incurred in connection with such dispute if the arbitrator determines that the Award holder has substantially prevailed on at least one claim. The Award holder or the Company may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in Dallas, Texas to enforce any arbitration award under this Section 18.19.Term of the Plan. The Plan shall become effective on the date of approval by theCompany'sCompany’s stockholders. Unless terminated sooner by the Board, the Plan shall terminate on the tenth anniversary of the date of adoption by the Board. The rights of any person with respect to an Award made under the Plan that is outstanding at the time of the termination of the Plan shall not be affected solely by reason of the termination of the Plan and shall continue in accordance with the terms of the Award and of the Plan, as each is then in effect or is thereafter amended.Annex B:Form of Amendment of Certificate to Effect theDeclassification AmendmentsCERTIFICATE OF AMENDMENTOF THE CERTIFICATE OF INCORPORATION OFRENT-A-CENTER,A-8UPBOUND GROUP, INC.Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware (the "DGCL"), Rent-A-Center, Inc., a corporation organized and existing under the DGCL, hereby files this Certificate of Amendment to its Certificate of Incorporation, and certifies as follows:1. The name of the corporation (hereinafter called the "Corporation") is Rent-A-Center, Inc.2. The Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware on November 26, 2002 (such Certificate of Incorporation and any previous amendments thereto referred to herein as the "Certificate of Incorporation").3. The Certificate of Incorporation is hereby amended as follows:Subsections (2) and (3) of Article FIFTH are deleted in their entirety and replaced with the following:"(2)Number, Election and Terms of Directors. The number, qualifications, terms of office, manner of appointment or election, time and place of meeting, compensation and powers and duties of the directors may be prescribed from time to time in the Bylaws, and the Bylaws may also contain other provisions for the regulation and management of the affairs of the Corporation not inconsistent with the law or this Certificate of Incorporation.The number of directors which shall constitute the whole Board of Directors of the Corporation shall be not less than one (1) as specified from time to time in the Bylaws of the Corporation. Each director shall hold office for a term expiring at the next annual meeting of the stockholders following such director's appointment or election and until such director's successor is duly elected and qualified, or until their earlier death, resignation, disqualification or removal. Nothing in this Certificate of Incorporation shall preclude a director from serving consecutive terms.Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.(3)Removal of Directors. Subject to the rights, if any, of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation then entitled to vote at an election of directors, voting together as a single class."Subsection (4) of Article FIFTH is deleted in its entirety.4. Except as expressly set forth in the foregoing amendment to the Certificate of Incorporation, the provisions of the Certificate of Incorporation shall remain the same and in full force and effect.5. The Board of Directors duly adopted resolutions in accordance with Sections 141 and 242 of the DGCL, approving the foregoing amendment to the Certificate of Incorporation, declaring said amendment to be advisable and in the best interests of the Corporation, and directing that the forgoing amendment to the Certificate of Incorporation be considered and voted upon at the next annual meeting of the stockholders of the Corporation.
- 2023 Proxy Statement6. The foregoing amendment to the Certificate of Incorporation has been adopted by the stockholders of the Company in accordance with Section 242 of the DGCL.IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed this��day of June, 2021.RENT-A-CENTER, INC.By:Name:Title:![[MISSING IMAGE: px_proxypg1-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-049300/px_proxypg1-bw.jpg)
SCAN TOVIEW MATERIALS & VOTE UPBOUND GROUP, INC. 5501 HEADQUARTERS DRIVEPLANO, TX 75024VOTE BY INTERNET PRIOR TO THE MEETING - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on June
7, 2021.5, 2023. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instructionform. VOTE BY INTERNET DURING THE MEETING - www.virtualshareholdermeeting.com/RCII2021 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. RENT-A-CENTER, INC. 5501 HEADQUARTERS DRIVE PLANO, TX 75024 VOTEform.VOTE BY PHONE -1-800-690-6903 Use1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on June7, 2021.5, 2023. Have your proxy card in hand when you call and then follow theinstructions. VOTEinstructions.VOTE BYMAIL Mark,MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY11717. ELECTRONIC11717.ELECTRONIC DELIVERY OF FUTURE PROXYMATERIALS IfMATERIALSIf you received paper copies of the proxy materials and would like to reduce the costs incurred by us in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in futureyears. TOyears.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:D49518-P48117 KEEPV10285-P84271KEEP THIS PORTION FOR YOUR RECORDSDETACH AND RETURN THIS PORTION ONLY THISUPBOUND GROUP, INC.THIS PROXY CARD IS VALID ONLY WHEN SIGNED ANDDATED. RENT-A-CENTER, INC. TheDATED.DETACH AND RETURN THIS PORTION ONLYThe Board of Directors recommends you vote FOR each director nominee listed in Proposal 1 and FOR Proposals 2, 34and5:4:1. To elect or re-elect thetwo Class IIIdirectors nominated by the Board of Directors:For AgainstAbstainAbstain1a.1b.Jeffrey BrownMitchell Fadel!!!!!!! 1a. Glenn Marino 1b. B.C. Silver For Against Abstain ! ! ! ! ! ! ! ! ! ! ! !2. To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm forthetheFor!Against!Abstain!year ending December 31,202120231c.Christopher Hetrick!!!3. To approve, by non-binding vote, compensation of the named executive officers for the yearendedended!!!1d.Harold Lewis!!!December 31,2020 4.20224. To approve an amendment to theRent-A-Center,Upbound Group, Inc.!!!2021 Long-Term IncentivePlan 5. To approve amendments to the Company's Certificate of Incorporation to declassify the Board of DirectorsPlan1e.1f.Glenn MarinoCarol McFate!!!!!!NOTE: Such other business as may properly come before the meeting and any adjournment or postponementthereof.thereof.1g.Jen You!!!NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title assuch. Signaturesuch.Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and the Proxy Statement and most recent Annual Report on Form 10-Kof Rent-A-Center,ofUpbound Group, Inc. are available atwww.proxyvote.com. D49519-P48117 2021investor.upbound.com and www.proxyvote.com.2023 Annual Meeting ofStockholders THISStockholdersTHIS PROXY IS SOLICITED ON BEHALFOF THEOFTHE BOARD OF DIRECTORS OFRENT-A-CENTER,UPBOUND GROUP, INC. The undersigned hereby appointsMaureen ShortFahmi Karam and Bryan Pechersky, and each of them, with power to act without the other and with power of substitution, as proxies to cast all votes that the undersigned is entitled to cast atRent-A-Center,Upbound Group, Inc.'s 2021's2023 Annual Meeting of Stockholders to be held June8, 20216, 2023 atwww.virtualshareholdermeeting.com/RCII2021,the Upbound Group, Inc. Field Support Center, which is located, along with our principal executive offices, at 5501 Headquarters Drive, Plano, Texas 75024, or any postponement or adjournment thereof, with authority to vote on the proposals as indicated on the reverse side of this Proxy and in their discretion upon such other matters as may be properly presented at the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS GIVEN AS TO ANY OR ALL PROPOSALS BUT THIS PROXY IS SIGNED AND DATED, THIS PROXY WILL BE VOTED AS THE BOARD OF DIRECTORS RECOMMENDS WITH RESPECT TO SUCH PROPOSALS.(Continued(Continued and to be marked, signed and dated on the other side)
V10286-P84271
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SCAN TOVIEW MATERIALS & VOTEUPBOUND GROUP, INC. 5501 HEADQUARTERS DRIVEPLANO, TX 75024VOTE BY INTERNET PRIOR TO THE MEETING - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m.,CentralEastern Time, on June2, 2021.1, 2023. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instructionform. VOTE BY INTERNET DURING THE MEETING - www.virtualshareholdermeeting.com/RCII2021 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. RENT-A-CENTER, INC. 5501 HEADQUARTERS DRIVE PLANO, TX 75024 VOTEform.VOTE BY PHONE -1-800-690-6903 Use1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m.,CentralEastern Time, on June2, 2021.1, 2023. Have your proxy card in hand when you call and then follow theinstructions. VOTEinstructions.VOTE BYMAIL Mark,MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY11717. ELECTRONIC11717.ELECTRONIC DELIVERY OF FUTURE PROXYMATERIALS IfMATERIALSIf you received paper copies of the proxy materials and would like to reduce the costs incurred by us in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in futureyears. TOyears.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:D49520-P48117 KEEPV10287-P84271KEEP THIS PORTION FOR YOURRECORDS DETACH AND RETURN THIS PORTION ONLY THISRECORDSUPBOUND GROUP, INC.THIS PROXY CARD IS VALID ONLY WHEN SIGNED ANDDATED. RENT-A-CENTER, INC. TheDATED.DETACH AND RETURN THIS PORTION ONLYThe Board of Directors recommends you vote FOR each director nominee listed in Proposal 1 and FOR Proposals 2, 34and5:4:1. To elect or re-elect thetwo Class IIIdirectors nominated by the Board of Directors:For AgainstAbstain ! ! ! ! ! ! 1a.Abstain1a. Jeffrey Brown 1b. Mitchell Fadel1c. Christopher Hetrick 1d. Harold Lewis1e. Glenn Marino1b. B.C. Silver For1f. Carol McFate 1g. Jen You! ! !! ! !! ! !! ! !! ! !! ! !! ! !For AgainstAbstain ! ! ! ! ! ! ! ! ! ! ! ! 2.Abstain2. To ratify the selection of Ernst & Young LLP asour independentourindependent registered public accounting firm for theyear! ! !year ending December 31,2021 3.20233. To approve, by non-binding vote, compensation of the named executive officers for the year ended December 31,2020 4.20224. To approve an amendment to theRent-A-Center,Upbound Group, Inc.2021! ! !2021 Long-Term IncentivePlan 5. To approve amendments to the Company's Certificate of Incorporation to declassify the Board of Directors NOTE:PlanNOTE: Such other business as may properly come before the meeting and any adjournment or postponementthereof. NOTE:thereof.NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title assuch. Signaturesuch.Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and the Proxy Statement and most recent Annual Report on Form 10-Kof Rent-A-Center,ofUpbound Group, Inc. are available at investor.upbound.com and www.proxyvote.com.D49521-P48117 2021V10288-P842712023 Annual Meeting ofStockholders THISStockholdersTHIS PROXY IS SOLICITED ON BEHALFOF THEOFTHE BOARD OF DIRECTORS OFRENT-A-CENTER,UPBOUND GROUP, INC. The undersigned participant in theRent-A-Center,Upbound Group, Inc. 401(k) Retirement Savings Plan (the "401(k) Plan") hereby directsRelianceEmpower Trust Company,theINTRUST Bank, NA, or other duly named trustee of the 401(k) Plan, to vote his or her shares held through the 401(k) Plan as indicated on the reverse side of this Proxy, or if not so indicated, in accordance with the policy adopted byRent-A-Center,Upbound Group, Inc. in accordance with the 401(k) Plan document (voting for each proposal as recommended by the board of directors ofRent-A-Center,Upbound Group, Inc.).(ContinuedTHIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS GIVEN AS TO ANY OR ALL PROPOSALS BUT THIS PROXY IS SIGNED AND DATED, THIS PROXY WILL BE VOTED AS THE BOARD OF DIRECTORS RECOMMENDS WITH RESPECT TO SUCH PROPOSALS.(Continued and to be marked, signed and dated on the other side)
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