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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ý
Filed by a Party Other Than the Registrant o
Check the appropriate box:
oPreliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12

FirstCash Holdings, Inc.
(Name of Registrant as Specified in its Charter)
__________________________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
ý
No fee required
o
Fee paid previously with preliminary materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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To the Stockholders of FirstCash Holdings, Inc.:

You are cordially invited to attend the Annual Meeting of Stockholders to be held at the Company’s corporate offices located at 1600 West 7th Street, Fort Worth, Texas 76102 at 10:00 a.m. CDT on Thursday, June 8, 2023.

The purpose of the meeting is (i) to elect a class of directors to serve a three-year term beginning in 2023, (ii) to vote on the ratification of the selection of RSM US LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023, (iii) to vote on a non-binding resolution to approve the compensation of the Company’s named executive officers, (iv) to vote on a non-binding recommendation regarding the frequency of advisory votes (whether every one, two or three years) on executive compensation and (v) to transact such other business as may properly come before the meeting.

We are pleased to take advantage of the Securities and Exchange Commission rules that allow the Company to furnish proxy materials to stockholders on the internet. These rules allow us to provide our stockholders with the information they need, while lowering the costs and reducing the environmental impact of our Annual Meeting. Unless you previously requested a paper copy of our proxy materials, you will receive a Notice Regarding the Availability of Proxy Materials which tells you how to access the materials on the internet.

Whether or not you plan to attend the Annual Meeting, please vote by internet or telephone at your earliest convenience or complete and return your proxy card if you requested a paper copy of our materials. You may choose to attend the meeting and personally cast your votes even if you fill out and return a proxy card.

We hope that you will be able to join us at the FirstCash Holdings, Inc. Annual Meeting on June 8.

Very truly yours,
Rick L. Wessel
Vice-Chairman of the Board and Chief Executive Officer
Fort Worth, Texas
April 28, 2023



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FirstCash Holdings, Inc.
1600 West 7th Street
Fort Worth, Texas 76102
_______________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 8, 2023

The Annual Meeting of Stockholders of FirstCash Holdings, Inc. (the “Company”) will be held at the Company’s corporate offices located at 1600 West 7th Street, Fort Worth, Texas 76102 at 10:00 a.m. CDT on Thursday, June 8, 2023.

The Annual Meeting is called for the following purposes:

1.To elect Messrs. Daniel E. Berce, Mikel D. Faulkner and Randel G. Owen as directors of the Company for a three-year term beginning in 2023;
2.To ratify the selection of RSM US LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023;
3.To vote on a non-binding resolution to approve the compensation of the Company’s named executive officers;
4.To vote on a non-binding recommendation regarding the frequency of advisory votes (whether every one, two or three
years) on executive compensation; and
5.To transact such other business as may properly come before the meeting.

Stockholders of record at the close of business on April 18, 2023 will be entitled to notice of and to vote at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to be held on June 8, 2023:

The Proxy Statement and the 2022 Annual Report to Stockholders are available
at the Company’s website and can be accessed at www.firstcash.com, where a link to the Annual Report on Form 10-K is
available on the Investor Relations page of the website (investors.firstcash.com).

PLEASE USE INTERNET OR TELEPHONE VOTING OR COMPLETE AND RETURN A PROXY CARD SO THAT YOUR SHARES WILL BE REPRESENTED AT THE ANNUAL MEETING. IF YOU CHOOSE TO ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND PERSONALLY CAST YOUR VOTES AT THE ANNUAL MEETING.

By Order of the Board of Directors,
R. Douglas Orr
Executive Vice President, Chief Financial Officer, Treasurer and Secretary
Fort Worth, Texas
April 28, 2023




TABLE OF CONTENTS
A-1



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FirstCash Holdings, Inc.
1600 West 7th Street
Fort Worth, Texas 76102
_______________

PROXY STATEMENT
for
Annual Meeting of Stockholders
_______________


GENERAL INFORMATION

This Proxy Statement is being furnished to stockholders in connection with the solicitation of proxies by the Board of Directors (“Board of Directors”) of FirstCash Holdings, Inc., a Delaware corporation (“FirstCash” or the “Company”), for use at the 2023 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held at the Company’s corporate offices located at 1600 West 7th Street, Fort Worth, Texas 76102 at 10:00 a.m. CDT, on Thursday, June 8, 2023, and at any adjournments thereof, for the purpose of considering and voting upon the matters set forth in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”). The Company is mailing a printed copy of this Proxy Statement, a proxy card and the 2022 Annual Report of the Company to certain of its registered stockholders who have not consented to electronic delivery of their proxy materials on or about April 28, 2023, and the Company is mailing a copy of a Notice of Internet Availability to all other stockholders on or about April 28, 2023.

The close of business on April 18, 2023 has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. As of the record date, there were 45,506,604 shares of the Company’s common stock, par value $.01 per share (“Common Stock”), issued and outstanding. The presence, in person or by proxy, of a majority of the outstanding shares of Common Stock on the record date is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes (described below) will be counted as present for the purposes of determining the presence of a quorum.

If your shares are held in the name of a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” You are not the “record holder” of such shares. If this is the case, this Proxy Statement has been forwarded to you by your broker, bank or other nominee. As the beneficial holder, you generally have the right to direct your broker, bank or other nominee as to how to vote your shares by providing them with voting instructions.

If you do not provide voting instructions to your broker, bank or other nominee, the voting of your shares by the bank, broker or other nominee is governed by the rules of the Nasdaq Global Select Market (“Nasdaq”). These rules allow banks, brokers and other nominees to vote shares in their discretion on “routine” matters for which the “beneficial holder” does not provide voting instructions. On matters considered “non-routine,” banks, brokers and other nominees may not vote shares without your instruction. Shares that banks and brokers are not authorized to vote are referred to as “broker non-votes.”

If you do not instruct your bank, brokerage firm or other nominee in accordance with their directions how to vote your shares prior to the date of the Annual Meeting, your bank, brokerage firm or other nominee cannot vote your shares on the following proposals: “Proposal 1 - Election of Directors,” “Proposal 3 - Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers” or “Proposal 4 - Advisory Vote on Frequency of Advisory Votes on Executive Compensation” and such shares will be considered “broker non-votes” and will not affect the outcome of these votes. However, your bank or brokerage firm may vote your shares in its discretion on “Proposal 2 - Ratification of Independent Registered Public Accounting Firm.”

Each share of Common Stock is entitled to one vote on all questions requiring a stockholder vote at the Annual Meeting. The votes required to act on each proposal at the Annual Meeting are summarized below.

1


Proposal 1 — Election of Directors. A plurality of the votes of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote is required for the approval of the election of directors under Proposal 1, as set forth in the accompanying Notice of Annual Meeting of Stockholders. Stockholders may not cumulate their votes in the election of directors. Abstentions and broker non-votes will have no effect in determining whether the proposal has been approved. The election of directors is also subject to the Company’s Director Election (Majority Voting) Policy, which is described below in the “Corporate Governance, Board Matters and Director Compensation” section of this Proxy Statement.

Proposal 2 — Ratification of Independent Registered Public Accounting Firm. The affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote is required for the ratification of the selection of the Company’s independent public accountants under Proposal 2, as set forth in the accompanying Notice of Annual Meeting of Stockholders. Since this proposal is considered a routine matter, brokers will be permitted to vote shares without instruction as to this proposal, and there will be no broker non-votes with respect to this proposal. Abstentions will have the same effect as votes against Proposal 2.

Proposal 3 — Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers. The non-binding resolution to approve the compensation of the Company’s named executive officers will be approved if a majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote is voted in favor of the proposal. Broker non-votes will have no effect in determining whether the proposal has been approved. Abstentions will have the same effect as votes against Proposal 3.

Proposal 4 — Advisory Vote on Frequency of Advisory Votes on Executive Compensation. With respect to Proposal 4, the frequency option (whether every one, two or three years) that receives the most affirmative votes of all the votes cast in person or by proxy at the Annual Meeting will be the one deemed approved by the stockholders and which will be further considered by the Board of Directors. Abstentions and broker non-votes will have no effect in determining whether any frequency option in the proposal has been approved.

Stockholder Proposals. If any stockholder proposal is properly presented at the Annual Meeting, the stockholder proposal will be approved if it receives the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote at the Annual Meeting. Broker non-votes will have no effect on the outcome of the vote on the proposal. Abstentions will have the same effect as votes against any stockholder proposal.

If you are a stockholder of record, you may vote in person at the Annual Meeting or by proxy without attending the Annual Meeting. You may vote by mail by signing, dating and returning your proxy card in the enclosed prepaid envelope. You may also vote over the internet or by telephone. The proxy card the Company mails you will instruct you on how to vote over the internet or by telephone. If you hold your shares in an account through a broker, bank or other nominee in “street name,” you should complete, sign and date the voting instruction card that your broker, bank or nominee provides to you or as your broker or nominee otherwise instructs.

Attendance at the Annual Meeting will be limited to stockholders of the Company as of the record date (or their authorized representatives). If you wish to attend the Annual Meeting in person, you will need to present a valid, government-issued photo identification, such as a driver’s license or passport. Beneficial stockholders holding their shares through a broker, bank or other nominee in “street name” will need to bring proof of beneficial ownership as of the record date, such as a recent brokerage account statement, the voting instruction card provided by their broker, bank or other nominee or similar evidence of ownership. Stockholders of record will be verified against an official list available at the registration area. The Company reserves the right to deny admission to anyone who cannot show sufficient proof of stock ownership as of the record date.

All shares represented by properly-executed proxies, unless such proxies previously have been revoked, will be voted at the Annual Meeting in accordance with the directions on the proxies. If no direction is indicated, the shares will be voted in accordance with the recommendation of the Board of Directors as follows: (i) TO ELECT MESSRS. DANIEL E. BERCE, MIKEL D. FAULKNER AND RANDEL G. OWEN AS DIRECTORS; (ii) TO RATIFY THE SELECTION OF RSM US LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2023; (iii) TO APPROVE THE ADVISORY PROPOSAL ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS; AND (iv) TO APPROVE THE ADVISORY PROPOSAL THAT AN ADVISORY VOTE ON EXECUTIVE COMPENSATION OCCUR ANNUALLY. The designated proxies will vote in their discretion on any other matter that may properly come before the Annual Meeting. At this time, the Company is unaware of any matters, other than as set forth above, that may properly come before the Annual Meeting. The enclosed proxy, even though executed and returned, may be revoked at any time prior to the voting of the proxy (i) by the execution and submission of a revised proxy, (ii) by written notice to the Corporate Secretary of the Company or (iii) by voting in person at the Annual Meeting.
2


The Company’s primary corporate website is www.firstcash.com, where a link to the Annual Report on Form 10-K is available on the Investor Relations page of the website (investors.firstcash.com). The Annual Report on Form 10-K, covering the Company’s year ended December 31, 2022, including audited financial statements, is enclosed herewith. The Annual Report on Form 10-K does not form any part of the material for solicitation of proxies.

The Company will provide, without charge, a printed copy of its Annual Report on Form 10-K upon written request to the Corporate Secretary, at 1600 West 7th Street, Fort Worth, Texas 76102. Upon payment of the reasonable expenses incurred by the Company in furnishing such exhibits, the Company will provide exhibits to its Annual Report on Form 10-K.

PROPOSAL 1

ELECTION OF DIRECTORS

The amended and restated bylaws of the Company (the “bylaws”) provide that the Board of Directors will determine the number of directors but shall consist of at least one director and no more than 15 directors. The stockholders of the Company elect the directors. At each annual meeting of the stockholders of the Company, successors of the class of directors whose term expires at the annual meeting will be elected for a three-year term. Any director elected to fill a vacancy or newly-created directorship resulting from an increase in the authorized number of directors shall hold office for a term that shall coincide with the remaining term of that class. In no case will a decrease in the number of directors shorten the term of any incumbent director. Any vacancy on the Board of Directors, however resulting, may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director.

Unless otherwise instructed or unless authority to vote is withheld, the enclosed proxy will be voted for the election of the nominees listed herein. Although the Board of Directors does not contemplate that the nominees will be unable to serve, if such a situation arises prior to the Annual Meeting, the person named in the enclosed proxy will vote for the election of such other person as may be nominated by the Board of Directors.

The Board of Directors currently consists of nine directors following the election of Ms. Marthea Davis to the Board of Directors effective June 16, 2022. The current directors, six of which are independent, are as follows:

NameAgePrincipal OccupationIndependence Status
Daniel R. Feehan72Chairman of the Board, FirstCash Holdings, Inc.Employee
Rick L. Wessel64Vice-Chairman of the Board and CEO, FirstCash Holdings, Inc.Employee
Daniel E. Berce69President and CEO, General Motors Financial Company, Inc.Independent Director
Marthea Davis44Director, TrailRunner InternationalIndependent Director
Mikel D. Faulkner73Former Executive Chairman, Nautilus Marine Services PLCLead Independent Director
Paula K. Garrett62Former Vice-President of Finance, Operations and Information System Technology for the Latin America Region, Mary Kay, Inc.Independent Director
James H. Graves74Managing Director and Partner, Erwin, Graves & Associates, LPIndependent Director
Randel G. Owen64Former President and CEO, Global Medical ResponseIndependent Director
Douglas R. Rippel56Former owner and CEO of American First Finance (“AFF”) and Former Executive Chairman, CURO Group Holdings Corp.Director


3


Biographical information for the directors is as follows:

Daniel R. Feehan has served as chairman of the Board of Directors of FirstCash since the Company’s 2016 merger (the “Merger”) with Cash America International, Inc. (“Cash America”). Previously, Mr. Feehan served as a director of Cash America and Cash America’s executive chairman from November 1, 2015 until the Merger. Prior to that, Mr. Feehan served as the chief executive officer of Cash America from February 2000 to November 2015. Prior to that, Mr. Feehan served in other executive management roles at Cash America, including president and chief operating officer and chief financial officer beginning in 1990. Mr. Feehan also currently serves as chairman of the board of AZZ Inc. (NYSE: AZZ), a NYSE-listed provider of galvanizing and coil coating solutions. He serves as a director of Enova International, Inc., an online lending company that was spun off from Cash America in 2014 and is listed on the NYSE. In addition, Mr. Feehan serves as a director of a number of private companies and charitable organizations, including the Lena Pope Home and One Safe Place. In December 2019, Texas Governor Greg Abbott appointed Mr. Feehan to the Board of Regents of the University of North Texas System. Mr. Feehan received a Bachelor of Business Administration degree in Accounting from Texas A&M University and has been recognized as a Distinguished Alumni of that institution.

Rick L. Wessel has served as vice-chairman of the Board of Directors of the Company since September 2016, as chief executive officer since November 2006 and has been a director since November 1992. Mr. Wessel previously served as president from May 1998 to September 2016, chairman of the board from October 2010 to September 2016, vice-chairman of the board from November 2004 to October 2010, secretary and treasurer of the Company from May 1992 to November 2006 and the chief financial officer of the Company from May 1992 to December 2002. Prior to February 1992, Mr. Wessel was employed by Price Waterhouse LLP for approximately nine years.

Daniel E. Berce has served as a director of FirstCash since the Merger in 2016 and previously served as a Cash America director from 2006 to 2016. Mr. Berce has been president and chief executive officer of General Motors Financial Company, Inc. (formerly AmeriCredit Corp.) since its acquisition by General Motors Company in October 2010. Mr. Berce served as AmeriCredit Corp.’s chief executive officer from August 2005 to October 2010, president from April 2003 to October 2010 and vice-chairman and chief financial officer from November 1996 until April 2003. He served as a director at AmeriCredit Corp. from November 1990 to October 2010. Mr. Berce currently serves as a director at AZZ Inc. (NYSE: AZZ), a NYSE-listed provider of galvanizing and coil coating solutions, and chairman at Arlington Asset Investment Corp., a NYSE-listed investment company.

Marthea Davis was elected to the Board of Directors in June 2022. Ms. Davis currently holds the position of director at TrailRunner International (“TRI”), a global strategic public relations firm, a position she has held since 2020. Prior to TRI, Ms. Davis served as the director of strategic communications at IAGC, a global trade group for energy companies, from 2019 to 2020 and as the corporate communications manager for Houston First Corporation, a local government corporation operating a number of convention, arts and entertainment venues in Houston, TX, from 2017 to 2019. Prior to that, Ms. Davis held a number of different public relations and communications roles for various trade groups and non-profit organizations. Ms. Davis is a graduate of Howard University.

Mikel D. Faulkner was appointed to the Board of Directors in 2009 and has served as the lead independent director since October 2017. From February 2017 to February 2019, Mr. Faulkner served as executive chairman of the board of directors of Nautilus Marine Services PLC, an investment company focused on the global offshore services industry and quoted on the London Stock Exchange (AIM). From 2002 to February 2017, Mr. Faulkner served as executive chairman of the board of directors of Global Energy Development PLC, an international oil and gas exploration company, quoted on the London Stock Exchange (AIM). Mr. Faulkner served as chief executive officer of HKN, Inc. (ASE: HKNI) from 1982 to 2017, chairman of HKN, Inc. from 1991 to 2003 and president and chief executive officer of HKN, Inc. from 2003 to 2017. HKN, Inc., formerly Harken Energy Corporation (NYSE), was an independent energy company.

Paula K. Garrett was appointed to the Board of Directors in January 2021. From 2005 until her retirement in 2023, Ms. Garrett served as the vice president of finance, operations and information system technology for the Latin America region of Mary Kay, Inc., a multibillion-dollar direct selling beauty company. In this role, she led the financial, operational, technology and other market development functions for all of Mary Kay’s Latin America markets, including Mexico, Brazil, Argentina, Uruguay, Colombia and Peru. From 1999 to 2004, Ms. Garrett previously held roles at Mary Kay as region controller, Latin America and internal audit project manager. Ms. Garrett’s employment experience also includes service as internal audit manager of Oryx Energy Company from 1998 to 1999 and experience in a progression of accounting and internal audit positions from 1984 to 1998.


4


James H. Graves has served as a director of FirstCash since the Merger in 2016 and previously served as a Cash America director from 1996 to 2016. Mr. Graves has served as managing director and partner of Erwin, Graves & Associates, LP, a management consulting firm located in Dallas, Texas, since January 2001. Mr. Graves also served as executive vice president of financial strategy for DeviceFidelity, Inc., a financial services technology company, from March 2008 through September 2012. Mr. Graves served as a director, vice-chairman of the board of directors and chief operating officer of Detwiler, Mitchell & Co., a Boston-based securities research firm, from June 2002 until June 2006. Prior to that, Mr. Graves held various positions, including chief operating officer, with J.C. Bradford & Company, a Nashville-based securities firm. He also worked for Dean Witter Reynolds, Inc. as the head of the energy group and later as head of the industry investment banking groups in New York. Mr. Graves previously served as a director at Hallmark Financial Services, Inc., a publicly traded insurance company, serving from 1995 to June 2022, as a director of Atlantic Capital Bancshares, Inc., a publicly traded bank holding company, serving from 2017 to March 2022 and as a director of Tristate Capital Holdings, Inc., a publicly traded bank holding company, serving from 2011 through July 2015. Mr. Graves also serves as a director of various privately-held companies, including a private equity fund and a healthcare technology company.

Randel G. Owen was appointed to the Board of Directors in 2009. From March 2018 to December 2022, Mr. Owen served as president and chief executive officer of Global Medical Response, an industry-leading air, ground, specialty and residential fire services and managed medical transportation organization. From July 1999 to March 2018, he held roles as president of ambulatory services, chief financial officer and executive vice president of Envision Healthcare Corporation, a large, publicly-held healthcare company and national emergency services provider business, and its predecessor companies including AMR and EmCare. He was appointed executive vice president and chief financial officer of AMR in March 2003. He joined EmCare in July 1999 and served as executive vice president and chief financial officer from June 2001 to March 2003. Before joining EmCare, Mr. Owen was vice president of Group Financial Operations for PhyCor, Inc. from 1995 to 1999. Mr. Owen has more than 35 years of experience in the healthcare industry.

Douglas R. Rippel was appointed to the Board of Directors in December of 2021. Mr. Rippel is the founder of AFF and served as its chief executive officer from 2013 to February 2021 and its executive chairman from 2013 until AFF was acquired by FirstCash. Mr. Rippel also co-founded CURO Holdings Corp. (“CURO”), a publicly traded, technology-enabled consumer finance company serving a wide range of non-prime customers. From 1997 to 2012, Mr. Rippel served as chief executive officer of CURO and served as its secretary and treasurer from 1997 to 2008. Mr. Rippel also served as CURO’s executive chairman of the board of directors from 2012 to January 2022 and its chairman of the board of directors from 2008 to 2012.

There are no family relationships between any director or executive officer.

Director Terms

The directors are divided into three classes. At each annual meeting of stockholders, one class is elected to hold office for a term of three years. Directors serve until the earlier of (i) their death, resignation, retirement, removal or disqualification, or (ii) until their successor is elected and qualified. The directors standing for election at the Annual Meeting are Messrs. Daniel E. Berce, Mikel D. Faulkner and Randel G. Owen. Messrs. Rick L. Wessel, James H. Graves and Douglas R. Rippel will next stand for election in 2024. Mr. Daniel R. Feehan, Ms. Marthea Davis and Ms. Paula K. Garrett will next stand for election in 2025.

Required Vote
 
Proxies will be voted for the election of Messrs. Daniel E. Berce, Mikel D. Faulkner and Randel G. Owen as directors of the Company unless otherwise specified in the proxy. A plurality of the votes of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote will be necessary to elect the nominees as directors. If, for any reason, any nominee is unable or unwilling to serve, the proxies will be voted for a substitute nominee who will be designated by the Board of Directors at the Annual Meeting. Stockholders may abstain from voting by marking the appropriate boxes on the accompanying proxy. Abstentions will be counted separately and used for purposes of calculating whether a quorum is present at the Annual Meeting. The Company has adopted a majority voting policy for non-contested director elections, which is described below in the “Corporate Governance, Board Matters and Director Compensation” section.
 
Recommendation of the Board of Directors
 
Based on the respective nominees’ experience, the Nominating and Corporate Governance Committee of the Board of Directors and the entire Board of Directors unanimously recommend a vote “FOR” the election of Messrs. Daniel E. Berce, Mikel D. Faulkner and Randel G. Owen as directors of the Company.

5


CORPORATE GOVERNANCE, BOARD MATTERS AND DIRECTOR COMPENSATION

Board of Directors, Committees and Meetings

The Board of Directors held four meetings during the year ended December 31, 2022 and acted three times by written consent. Each director attended, either virtually or in person, at least 75% of the meetings of the Board of Directors during their respective terms. Members of the Board of Directors are encouraged to attend the Company’s Annual Meeting; however, attendance is not mandatory. Mr. Wessel attended last year’s Annual Meeting. In addition, the independent directors of the Company meet separately in executive sessions after regularly-scheduled meetings of the Board of Directors and more frequently as deemed appropriate by the independent directors. 

During 2022, each committee member attended, either virtually or in person, at least 75% of the meetings of their respective committees. During 2022, the Audit Committee held four meetings and acted once by written consent, the Compensation Committee held two meetings and the Nominating and Corporate Governance Committee held two meetings.

Following Ms. Marthea Davis’ appointment to the Nominating and Corporate Governance Committee on July 27, 2022, and as of today, the committees are composed as follows:

Independent DirectorAuditCompensationNominating
and
Corporate
Governance
Mikel D. Faulkner (Lead Independent Director)ll
Daniel E. BerceChairl
Marthea Davisl
Paula K. Garrettl
James H. GravesChairl
Randel G. OwenlChair

Board Committees

Audit Committee. The Audit Committee is responsible for the oversight of the Company’s accounting and financial reporting processes. This includes the selection and engagement of the Company’s independent registered public accounting firm and review of the scope of the annual audit, audit fees and results of the audit. The Audit Committee reviews and discusses with management and the Board of Directors such matters as accounting policies, internal accounting controls, procedures for preparation of financial statements and other financial disclosures, scope of the audit, the audit plan and the independence of such accountants. In addition, the Audit Committee has oversight over the Company’s internal audit and regulatory compliance functions. The Board of Directors has determined that all members of the Audit Committee qualify as an “audit committee financial expert” as defined by Item 401(h) of Regulation S-K promulgated under the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”). The Board of Directors has adopted a charter for the Audit Committee which is available to stockholders as described below.

Compensation Committee. The Compensation Committee is responsible for reviewing and approving corporate goals and objectives relevant to the compensation of the Company’s CEO, evaluating the CEO’s performance in light of those goals and objectives, and recommending to the Board of Directors for approval of the CEO’s compensation. The Compensation Committee is also responsible for recommending to the Board of Directors for approval the compensation of all other executive officers of the Company. In addition, the Compensation Committee oversees and approves grants and awards under the Company’s equity-based plans, incentive compensation plans and tax-qualified employee benefit plans, and approves severance and other termination payments to executive officers.

The Board of Directors has adopted a charter for the Compensation Committee which is available to stockholders as described below. Pursuant to its charter, the Compensation Committee may delegate all or a portion of its duties and responsibilities to one or more subcommittees consisting of one or more of its members. For more information regarding the Compensation Committee’s processes and procedures for consideration of executive compensation, see “Compensation Discussion and Analysis.”


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Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for making recommendations to the Board of Directors concerning the governance structure and practices of the Company, including the size of the Board of Directors and the size and composition of various committees of the Board of Directors. In addition, the Nominating and Corporate Governance Committee is responsible for identifying individuals believed to be qualified to become directors, and to recommend to the Board of Directors the nominees to stand for election as directors at the Annual Meeting of Stockholders. The Board of Directors has adopted a charter for the Nominating and Corporate Governance Committee, which is available to stockholders as described below.

The Board of Directors has determined that each member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee is independent under the listing standards of Nasdaq, the SEC rules and the Company’s Corporate Governance Guidelines. Each of the Company’s committee charters is publicly available and can be accessed on the Investor Relations page of the Company’s website at investors.firstcash.com. Copies of the Company’s committee charters are also available, free of charge, by submitting a written request to the Corporate Secretary, at 1600 West 7th Street, Fort Worth, Texas 76102.

Directors’ Compensation

The Board of Directors reviews director compensation on a periodic basis. Such reviews include collecting and analyzing benchmarking information from compensation advisory firms regarding the amount and structure of the Company’s director compensation as compared to its peers. The Board of Directors determined the compensation for non-employee directors for 2022 would be structured as follows:
Annual cash compensation of $100,000, paid in quarterly installments of $25,000;
A grant of 1,592 restricted stock awards valued at $111,090 on the date of grant, February 4, 2022, which fully vested on December 31, 2022; and
Supplemental annual cash payments of $25,000 to the lead independent director, $25,000 to the Audit Committee chairman, $20,000 to the Compensation Committee chairman and $15,000 to the Nominating and Corporate Governance Committee chairman, all paid in quarterly installments.

The Board of Directors believes the mix of cash and equity compensation provides a balance between short-term cash compensation and long-term compensation tied to the Company’s stock price performance and serves to match the interests of the Company’s non-employee directors with those of stockholders. Based upon benchmark data of the Company’s 2022 Peer Group (as defined and discussed in the “Compensation Discussions and Analysis”), the Board of Directors also believes the total director compensation and the mix of compensation is within the competitive range of such compensation for the companies in the 2022 Peer Group.

For the year ended December 31, 2022, the non-employee directors received compensation for service as a director as described above. There are no supplemental payments for attending the meetings of the Board of Directors and committee meetings. In addition, the directors were reimbursed for their reasonable expenses incurred for each Board of Directors and committee meeting attended. The Company only compensates non-employee directors for their services as directors. The compensation paid to Mr. Feehan is described below, and the compensation paid to Mr. Wessel is described in the “Compensation Discussion and Analysis” section of this Proxy Statement.


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The following table presents information regarding the compensation paid to the non-employee directors and to Mr. Feehan for the year ended December 31, 2022:

NameFees Earned or
Paid in Cash
$
Stock Awards
$
All Other Compensation
$
Total
$
Daniel R. Feehan (1)
— — 300,000 300,000 
Daniel E. Berce125,000 111,090 — 236,090 
Marthea Davis (2)
50,000 51,914 — 101,914 
Mikel D. Faulkner125,000 111,090 — 236,090 
Paula K. Garrett100,000 111,090 — 211,090 
James H. Graves120,000 111,090 — 231,090 
Randel G. Owen115,000 111,090 — 226,090 
Douglas R. Rippel100,000 111,090 — 211,090 

(1)Mr. Feehan currently serves as the chairman of the Board of Directors of the Company. Mr. Feehan also served in 2022 as a non-executive employee of the Company pursuant to an employment agreement dated January 28, 2020, which is filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed with the SEC on February 3, 2020 and further described below. The compensation reported represents his salary during the year ended December 31, 2022. In addition, the Company paid for certain standard employee benefit programs for Mr. Feehan, including participation in group health and welfare and retirement benefit plans, which are generally available to all employees.

(2)Ms. Davis was elected to the Board of Directors on June 16, 2022 and received a prorated portion of cash compensation and stock awards. Ms. Davis received a grant of 795 restricted stock awards valued at $51,914 on the date of grant, July 27, 2022, which fully vested on December 31, 2022.

For 2023, the cash compensation for the non-employee directors will remain the same as 2022 while the considered value for the annual stock award has been increased to $135,000. Mr. Feehan’s compensation will remain the same as 2022.

Rippel Registration Rights Agreement

In connection with the AFF Acquisition, the Company and certain seller parties, including Mr. Rippel (collectively, the “AFF seller parties”), entered into a Registration Rights Agreement, dated December 17, 2021 (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company filed a registration statement under the Securities Act to register the resale of all of the shares of Common Stock issued to the AFF seller parties in connection with the AFF Acquisition, which became effective on September 16, 2022.

For a period of two years after the closing of the AFF Acquisition on December 17, 2021, the AFF seller parties have agreed to vote their shares of Company common stock in accordance with the Board of Directors’ recommendation with respect to elections of director nominees to the Board of Directors, the ratification of the appointment of the Company’s independent registered public accounting firm, any “say-on-pay” proposal of the Company, any stockholder proposal, or any proposal related to an incentive compensation plan or material amendment thereof, in each case that is submitted to the Company’s stockholders for approval. In addition, the Registration Rights Agreement restricts the AFF seller parties, for a period of two years following the closing of the AFF Acquisition, from, among other things, acquiring any beneficial interest in any voting securities of the Company or seeking to control, change or influence the management or Board of Directors or nominating any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of the Company or any of its affiliates.

Feehan Employment Agreement

In January of 2020, the Company’s chairman of the Board of Directors, Mr. Feehan, entered into a new employment agreement with the Company. The agreement, which was effective January 1, 2020 and ends on December 31, 2023, provides Mr. Feehan with an annual salary of $300,000 and the right to participate in all of the Company’s savings, retirement and welfare benefit plans available to other employees of the Company. Mr. Feehan is not entitled to bonuses, equity grants or other director compensation under this agreement.


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The agreement provides that if Mr. Feehan’s employment with the Company is terminated during the term by the Company without “cause” or by the executive for “good reason” (as such terms are defined in the employment agreement), Mr. Feehan would be entitled to a lump sum cash severance payment equal to one times (or two times, if such termination occurs within twelve months following a change-in-control of the Company) his salary in effect as of the termination. He would also be entitled to continue to participate in the Company’s health and welfare benefit plans at active employee rates for a period of eighteen months (the “COBRA subsidy”). Furthermore, if such termination occurs within twelve months following a change-in-control of the Company, the Company will pay to the executive, in lieu of the COBRA subsidy described above, a lump sum in cash in an amount equal to the full monthly cost of health and welfare benefit coverage multiplied by 24.

The agreement prohibits Mr. Feehan from competing with the Company during the employment term and for a period of 24 months following termination of employment. Mr. Feehan is also prohibited from soliciting customers of the Company and from recruiting Company employees during this period.

Code of Business Conduct and Ethics

The Code of Business Conduct and Ethics is publicly available and can be accessed on the Company’s website at www.firstcash.com. The Company intends to disclose future amendments to, or waivers from, certain provisions of its Code of Business Conduct and Ethics on its website, investors.firstcash.com, in accordance with applicable Nasdaq and SEC requirements. Copies of the Company’s Code of Business Conduct and Ethics are also available, free of charge, by submitting a written request to FirstCash Holdings, Inc., Investor Relations, 1600 West 7th Street, Fort Worth, Texas 76102.

Stock Ownership Guidelines for Directors

In an effort to further align the interests of the directors with the interests of stockholders, the Company adopted a stock ownership guideline for non-employee directors which became effective beginning in 2017. The guideline calls for stock ownership (including the value of non-vested restricted stock awards) having a value equal to five times each director’s annual cash retainer with a five-year accumulation period to fully comply with the guideline once a director becomes subject to the guideline. As of April 18, 2023, all non-employee directors have either met the ownership guideline or have additional time to meet the guideline. Directors who have not met the guideline must retain their vested stock awards until they meet the guideline. While the guideline does not apply to employee directors, the current stock ownership of the two employee directors would meet the guidelines if calculated at five times the employees’ annual salary.

Director Election (Majority Voting) Policy

The Company has adopted a Director Election (Majority Voting) Policy. Pursuant to this policy, in an uncontested election of directors (that is, an election where the number of nominees is equal to the number of seats open), any nominee for director who receives a greater number of “WITHHOLD” votes than “FOR” votes for his election must promptly submit an offer of resignation to the Nominating and Corporate Governance Committee following the certification of the stockholder vote for consideration, in accordance with the following procedures.

The Nominating and Corporate Governance Committee will consider any tendered resignation and, promptly following the date of the stockholders’ meeting at which the election occurred, will make a recommendation to the Board of Directors concerning the acceptance or rejection of such resignation. In determining its recommendation to the Board of Directors, the Nominating and Corporate Governance Committee will consider all factors deemed relevant by the members of the Nominating and Corporate Governance Committee including, without limitation, the stated reason or reasons why stockholders who cast “withhold” votes for the director did so, the qualifications of the director (including, for example, the impact the director’s resignation would have on the Company’s compliance with the requirements of the SEC and the rules of Nasdaq) and whether the director’s resignation from the Board of Directors would be in the best interests of the Company and its stockholders.

The Nominating and Corporate Governance Committee will also consider a range of possible alternatives concerning the director’s tendered resignation as members of the committee deem appropriate, including, without limitation, acceptance of the resignation, rejection of the resignation, or rejection of the resignation coupled with a commitment to seek to address and cure the underlying reasons reasonably believed by the Nominating and Corporate Governance Committee to have substantially resulted in the “withhold” votes.

The Board of Directors will publicly disclose its decision regarding whether to accept or reject such resignation within 90 days following certification of the stockholder vote and shall disclose the reasons therefor. The Director Election (Majority Voting) Policy is publicly available and can be accessed on the Investor Relations page of the Company’s website at investors.firstcash.com.
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Director Independence

The Board of Directors has determined that, with the exception of Messrs. Wessel, Feehan and Rippel, all of its directors, including all of the members of the Audit, Compensation, and Nominating and Corporate Governance Committees, are “independent” as defined by Nasdaq, the SEC and the Company’s Corporate Governance Guidelines. No director is deemed independent unless the Board of Directors affirmatively determines the director has no material relationship with the Company. In making its determination, the Board of Directors observes all criteria for independence established by the rules of the SEC and Nasdaq.

Oversight of Risk Management

The Board of Directors is responsible for overseeing and monitoring the material risks facing the Company. In its oversight role, the Board of Directors regularly reviews the Company’s strategic initiatives, which address, among other things, the risks and opportunities facing the Company. The Board of Directors also has overall responsibility for executive officer succession planning and reviews succession plans from time to time. The Board of Directors has delegated certain risk management oversight responsibility to its committees, which is primarily the Audit Committee.

As part of its responsibilities, the Audit Committee is responsible for discussing with management the Company’s major risk exposures, including financial risks and cybersecurity, and the steps management has taken to monitor and control those exposures, including the Company’s risk assessment and risk management policies. The Audit Committee also monitors the Company’s compliance with legal and regulatory requirements and the risks associated therewith. On a regular basis, the Audit Committee reviews with senior management significant areas of risk exposure, including financial reporting controls, operational risks, pending litigation, employee issues, cybersecurity, disaster recovery planning, and issues arising from complaints to the Company’s hotline and other risk detection mechanisms.

Cyber and Technology Risk

As a pawn store operator and payment solutions company entrusted with the safeguarding of sensitive information, the Board of Directors believes that a strong enterprise cyber program is vital to effective risk management. The Board of Directors works closely with the Audit Committee and has tasked the Audit Committee with the responsibility to lead the Company’s cyber and technology risk mitigation efforts. At the direction of the Audit Committee, the Chief Information Officer (the “CIO”) and the Company’s director of IT compliance continuously monitor internal and external cybersecurity threats and review and revise the Company’s cybersecurity defenses on an ongoing basis. The CIO and director of IT compliance prepare reports on IT general controls and cybersecurity metrics for the Audit Committee on a regular basis and the CIO presents those reports to the Audit Committee and addresses any questions and concerns raised by the Audit Committee. At least annually, the Audit Committee meets with the CIO in person to discuss cybersecurity in greater detail. The Audit Committee reports to the Board of Directors regarding cybersecurity matters, and the Board of Directors addresses cybersecurity issues either directly with management or through the Audit Committee.


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Compensation Programs

The Compensation Committee reviews the risks and rewards associated with the Company’s compensation programs. With the assistance of Pay Governance, an independent compensation consulting firm, the Compensation Committee designs compensation programs with features that mitigate risk without diminishing the incentive nature of the compensation. While these performance-based compensation and equity programs have been designed and administered in a manner that discourages undue risk-taking by employees, the Compensation Committee believes these programs create appropriate incentives to increase long-term stockholder value. The Compensation Committee has discussed the concept of risk as it relates to the compensation programs and the Compensation Committee does not believe the compensation programs encourage excessive or inappropriate risk taking for the following reasons:
The Company structures its pay to consist of both fixed and variable compensation. The fixed portion of compensation (salary) is designed to provide a steady income independent of the Company’s stock price performance so that executives do not feel pressured to focus exclusively on short-term stock price performance to the long-term detriment of other important business decisions and metrics, and are not encouraged to take unnecessary or excessive risks to achieve corporate objectives. The variable portions of compensation (performance-based cash and equity awards along with time-based equity awards) are designed to reward both short- and long-term corporate performance. For short-term performance, the Company utilizes annual incentive-based cash awards that are based primarily on earnings metrics. The metrics are set annually by the Compensation Committee and approved by the Board of Directors. For long-term performance, the Company grants restricted stock awards with a multi-year vesting period primarily tied to the achievement of long-term earnings metrics and total stockholder return (“TSR”). The Company also grants a three-year time-based restricted stock award as part of its long-term incentive plan. The Company believes these variable elements of compensation are a sufficient percentage of overall compensation to motivate executives to produce both superior short- and long-term corporate results.
Because earnings targets, such as adjusted net income, adjusted diluted earnings per share, adjusted EBITDA, adjusted gross net revenue (gross profit) and relative TSR are significant performance elements used for determining incentive payments, the Company believes its executives are encouraged to take a balanced approach that focuses on corporate profitability, rather than other measures which may incite management to drive sales or growth targets without regard to cost or profitability.
The Company caps cash payments for the goals under its annual incentive plan and caps the number of restricted stock awards granted under its long-term incentive plan, which the Company believes also mitigates excessive risk taking. Even if the Company dramatically exceeds its targets, annual incentive payouts and stock grants are limited by such caps. Conversely, the Company has a floor on earnings and growth targets so that performance below a certain level (as approved by the Compensation Committee) does not result in annual incentive payouts or vesting of performance-based stock grants.
The Company’s incentive compensation programs have utilized meaningful earnings and growth targets for many years and the Company has seen no evidence that this encourages unnecessary or excessive risk-taking.
The Company believes the use of distinct long-term incentive plans, primarily restricted stock awards, with performance-based vesting over three years, provides a strong incentive for sustained operational and financial performance and aligns the interests of the Company’s executive officers with those of its stockholders.
The Compensation Committee has discretion to adjust payouts under both the annual and long-term performance plans to reflect the core operating performance of the business, but it prohibits discretion for payouts above stated maximum awards.

Board Leadership Structure

Mr. Feehan serves as chairman of the Board of Directors, while Mr. Wessel serves in the role of CEO and is also the vice-chairman of the Board of Directors. In addition, Mr. Faulkner serves as the lead independent director, serving as a liaison between the independent directors and management, chairing executive sessions of the non-management and independent directors and consulting with the chairman and CEO on board agendas and meeting materials.

The Board of Directors recognizes the leadership structure and combination or separation of the chairman, lead independent director and CEO roles is driven by the needs of the Company at any point in time. The Board of Directors does not believe there should be a fixed rule as to whether the offices of chairman and CEO should be vested in the same person or two different people, or whether the chairman should be an employee of the Company or should be elected from among the non-employee directors. The needs of the Company and the individuals available to fulfill these roles may dictate different outcomes at different times, and the Board of Directors believes that retaining flexibility in these decisions is in the best interest of the Company and its stockholders.


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Director Qualifications

At a minimum, candidates for election or appointment to the Board of Directors must have integrity, be committed to act in the best interest of all the Company’s stockholders and be able and willing to devote the required amount of time to the Company’s affairs, including attendance at meetings of the Board of Directors. The Nominating and Corporate Governance Committee seeks to assure that the Board of Directors is composed of individuals who have experience relevant to the needs of the Company and who have the highest professional and personal ethics, consistent with the Company’s values and standards. Candidates should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Each director must represent the interests of all stockholders.

In recommending candidates, the Nominating and Corporate Governance Committee takes into consideration any criteria approved by the Board of Directors and such other factors as it deems appropriate, including:
The extent of the candidate’s educational, business, non-profit or professional acumen and experience;
Whether the candidate assists in achieving a mix of board members that represents a diversity of background, perspective and experience, including with respect to age, gender, race, place of residence and specialized experience;
Whether the candidate meets the independence requirements established by Nasdaq, the SEC and the Company’s Corporate Governance Guidelines;
Whether the candidate has the financial acumen or other professional, educational or business experience relevant to an understanding of the Company’s business;
Whether the candidate would be considered a “financial expert” or “financially sophisticated” as defined by Nasdaq or applicable law;
Whether the candidate, by virtue of particular technical expertise, experience or specialized skill relevant to the Company’s current or future business, will add specific value as a board member; and
Whether the candidate possesses a willingness to challenge and stimulate management and the ability to work as part of a team in an environment of trust.

The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. In addition to the criteria set forth above, the Nominating and Corporate Governance Committee considers how the skills and attributes of each individual candidate or incumbent director work together to create a board that is collegial, engaged and effective in performing its duties.

The Company’s Board of Directors is currently composed of well-qualified directors, and each director has the requisite experience, skills and characteristics to serve on the board. Among, or in addition to, the backgrounds and experiences described in “Proposal 1 - Election of Directors” of this Proxy Statement:
Mr. Feehan, the Company’s chairman, brings his leadership experience, specifically his experience as Chief Executive Officer of Cash America, his knowledge of the consumer finance industry and its regulatory environment, his experience and background in finance and accounting and his experience as a director of multiple publicly traded companies, which has given him a strong understanding of public company corporate governance.
Mr. Wessel, the Company’s vice-chairman and chief executive officer, brings over 30 years of management and executive experience in the pawn industry gained from his roles as chief financial officer, chief executive officer and director of the Company. His deep understanding of the Company’s business and his success in expanding its business has been invaluable to the Board of Directors.
Mr. Berce brings broad senior executive leadership, significant experience in the consumer finance industry and functional expertise in corporate finance and accounting, together with experience in service on other public company boards of directors, including Cash America.
Ms. Davis brings significant experience and expertise in public relations, communications and government relations, which are areas of increasing importance to the Company given the current regulatory and media environment.
Mr. Faulkner brings broad senior executive leadership and financial experience, including with domestic and multi-national public and private companies in various industries. Mr. Faulkner’s qualifications include direct executive experience in Latin America.
Ms. Garrett brings broad senior executive leadership experience along with exceptional strategic and functional business experience in Latin America.
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Mr. Graves brings significant experience in corporate strategy and finance gained from his experience as the managing partner of a management consulting firm and a financial strategy executive, together with meaningful service on the boards of other public companies, including Cash America.
Mr. Owen brings broad senior executive leadership and financial experience with private and public companies and functional expertise in corporate finance and accounting.
Mr. Rippel brings over 25 years of experience in both the consumer finance and POS payment solutions industries, including the AFF business, which he founded, owned and operated.

Board Diversity and Refreshment

The Board of Directors and the Nominating and Corporate Governance Committee routinely assess the composition and size of the Board and aim to strike a balance between the knowledge and understanding of the business that comes from longer-term service on the Board and the fresh ideas and perspective that can come from adding new members. While the Company does not have a specific diversity policy, the Board of Directors and the Nominating and Corporate Governance Committee take diversity-related considerations into account and seek a board that includes directors from diverse professional and personal backgrounds with a broad spectrum of experience and expertise and a reputation for integrity. The Board considers gender, race, nationality, language skills and other personal characteristics in this process and the extent to which the Board of Directors reflect the gender, racial, ethnic and global diversity of the Company’s stockholders, employees and customers. As a result of these assessments, the Board has added three new directors since 2021, including two female directors, one of whom is racially diverse.

The following table summarizes certain self-identified characteristics of the Company’s board members. Each term used in the table has the meaning given to it in Nasdaq Listing Rule 5605(f).

Board Diversity Matrix (as of April 28, 2023)
Total Number of Directors 9
Did Not Disclose
FemaleMaleNon-BinaryGender
Part I: Gender Identity
Directors— — 
Part II: Demographic Background
African American or Black— — — 
Alaskan Native or Native American— — — — 
Asian— — — — 
Hispanic or Latino— — — — 
Native Hawaiian or Pacific Islander— — — — 
White— — 
Two or More Races or Ethnicities— — — — 
LGBTQ+— — — — 
Did Not Disclose Demographic Background— — — — 


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Identifying and Evaluating Nominees for Directors

The Nominating and Corporate Governance Committee will utilize a variety of methods for identifying and evaluating nominees for director. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current members of the Board of Directors, professional search firms, stockholders or other persons. These candidates will be evaluated at regular or special meetings of the Nominating and Corporate Governance Committee, and may be considered at any point during the year. The Nominating and Corporate Governance Committee will also consider properly-submitted stockholder nominations for candidates for the Board of Directors. The procedures to be followed by stockholders in submitting such nominations are set forth in the “Stockholder Proposals” section. Following verification of the stockholder status of persons proposing candidates, recommendations will be aggregated and considered by the Nominating and Corporate Governance Committee. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials will be forwarded to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may also review materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a stockholder.

Procedure for Stockholders and Interested Parties Communications with Directors

The Board of Directors has established a procedure for stockholders and other interested parties to send communications to the Board of Directors. Stockholders and other interested parties may communicate with the Board of Directors generally or with a specific director or the independent directors at any time by writing to the Company’s Corporate Secretary at the Company’s address: 1600 West 7th Street, Fort Worth, Texas 76102. The Corporate Secretary will review all messages received and will forward any message that reasonably appears to be a communication that deals with the functions of the Board of Directors or the standing committees of the Board of Directors, or that otherwise requires the attention of the Board of Directors and the Nominating and Corporate Governance Committee. Communications will be sent as soon as practicable to the director, or group of directors, including the independent directors, to whom they are addressed, or if addressed to the Board of Directors generally, to the chairman of the Nominating and Corporate Governance Committee. Because other appropriate avenues of communication exist for matters that are unrelated to the duties and responsibilities of the Board of Directors, such as general business complaints or employee grievances, communications of such matters will not be forwarded to the Board of Directors. The Corporate Secretary has the option, but not the obligation, to forward these other communications to appropriate channels within the Company.

Anti-Hedging and Pledging Policies

The Company’s insider trading policy prohibits all of its directors, officers and employees from engaging in “short sales” or “sales against the box” or trading in puts, calls, warrants or other derivative instruments on the Company’s securities. The Board of Directors believes this prohibition further aligns the interests of directors and executives with those of stockholders, facilitates compliance with insider-trading and other applicable laws, and aids in preventing directors and executives from subjecting themselves to an actual or potential conflict of interest with the Company or creating the appearance of such a conflict.

The insider trading policy generally prohibits directors, officers and employees from purchasing Company securities on margin. Borrowing against Company securities held in a margin account or pledging any Company securities as collateral for a loan may be granted, on a case by case basis, where the Company determines that such a pledge would not pose a material risk to the Company or its stockholders. In making such a determination, the Company will look at the financial capacity of the director or employee to repay the loan without resorting to the pledged securities, the value of the Company securities held relative to the total loan amount and the director or employee’s compliance with any applicable stock ownership guidelines.

In particular, the Company has permitted pledges of Company securities held directly or indirectly by the CEO, Mr. Rick L. Wessel, the CFO, Mr. R. Douglas Orr, and a director, Mr. Douglas R. Rippel, through AFF Services, Inc (“AFF Services”) which Mr. Rippel controls. AFF Services was the sole stockholder of AFF and received its shares of the Company’s Common Stock as partial consideration for the acquisition of AFF. Each of these pledges secures lines of credit with the amount drawn on such lines of credit as
of April 18, 2023 equal to 16%, 11% and 0% of the value of the total shares held directly or indirectly by Messrs. Wessel, Orr and Rippel, respectively. Furthermore, Messrs. Wessel, Orr and Rippel have significant financial capacity to pay any such loans without resorting to the pledged shares and their stock ownership is significantly above what is required under the Company’s stock ownership guidelines. The Company believes that providing these individuals, on a case by case basis where such pledges would not pose a material risk to the Company or its stockholders, the flexibility in financial planning without having to rely on the sale of shares aligns their interests with the Company’s stockholders.


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Corporate Governance Guidelines

The Company’s Corporate Governance Guidelines, originally adopted in 2016 and most recently revised in April 2020, meet or exceed the listing standards adopted by Nasdaq and are posted on the Investor Relations page of the Company’s website, investors.firstcash.com, and are also available in print upon request to the Company’s corporate secretary.

SUSTAINABILITY AND CORPORATE RESPONSIBILITY

The Company and its senior management team remain committed to environmental sustainability, providing underserved customers with rapid access to capital and operating its business in a manner that results in a positive impact on its employees, communities and the environment.

Environmental Sustainability

The Company’s pawn business extends the life cycle and utilization of popular consumer products. Most of the Company’s merchandise inventories are pre-owned items sourced directly from local customers in each store’s immediate geographic neighborhood. In effect, the Company operates a large consumer product recycling business by acquiring pre-owned items, including unwanted or unneeded jewelry, electronics, tools, appliances, sporting goods and musical instruments from individual customers and resells them to other customers desiring such products within the same neighborhood. As a large and significant acquirer and reseller of pre-owned items, the Company believes it extends the life of these products and helps reduce demand for newly manufactured and distributed products, thereby reducing carbon emissions and water usage, resulting in a positive impact to the environment.

The Company estimates that it resold approximately 12 million individual used or pre-owned consumer product items in its pawn stores during 2022, with a commercial value of approximately $1.3 billion. In addition, the Company recycles significant volumes of precious metals and diamonds whereby unwanted or broken jewelry is collected and melted/processed by the Company and then resold as a commodity for future commercial use. During 2022, the Company estimates that it recycled over 48,000 ounces of gold and over 40,000 carats of diamonds with a combined market value of over $100 million. This process helps reduce demand for mined precious metals and diamonds, thereby reducing carbon emissions and water usage.

Unlike most brick-and-mortar or online retailers, the Company does not rely on supply chains or manufacturing of its inventories as it sources the majority of its inventory from forfeited pawn loan collateral and merchandise purchased directly from customers. Accordingly, the Company does not own, operate or contract for any manufacturing, supply chain, warehousing or distribution facilities to support its pawn operations. Almost all retail sales and pawn loans are made to customers who live or work within a tight geographic radius of the Company’s stores. The Company does not own, lease or operate any long-haul trucks to support its more than 2,800 pawn locations and, other than operating small storefront locations which are typically 5,000 square feet or less, the Company’s operations leave a limited carbon footprint compared to manufacturers and retailers selling new merchandise with extensive supply chain and distribution channels. The Company is working to further reduce energy consumption by retrofitting buildings with LED lighting and reducing corporate travel by utilizing remote work and meeting technologies.

Pawn Loans Offer Safe Lending Solutions in Underserved Communities

It is estimated by multiple studies and surveys that approximately 25% of U.S. households remain unbanked or under-banked. In Latin America, the number of unbanked or under-banked consumers can be as much as 75% of the population in countries such as Mexico. As a result, the majority of the Company’s customers have limited access to traditional forms of credit or capital. The Company contributes to its communities by providing these customers with instant access to capital through very small, non-recourse pawn loans or buying merchandise from its customers. The average credit provided by the Company’s pawn business to a customer is $247 in the U.S. and $83 in Latin America as of December 31, 2022. Traditional lenders such as banks, credit unions, credit card providers or other small loan providers do not efficiently or effectively offer micro credit products of this size.

Pawn loans include loan terms that are highly transparent and easy to understand. These fiscally responsible products are regulated, safe and affordable non-recourse loans for which the customer has no legal obligation to repay. All terms are provided in short, easy to read contracts that allow the Company’s customers to make well-informed decisions before obtaining a loan.

Pawn loans differ from most other forms of small-dollar lending because the Company does not engage in any post-default collection efforts on delinquent loans, does not take legal actions against its customers for defaulted loans, does not ban its customers for nonpayment, does not access customers’ credit reports (potentially impacting customers’ credit scores), nor does it issue any negative credit information to external credit agencies but rather, relies only on the resale of the pawn collateral for recovery.

15


POS Payment Solutions Products Provide Technology Driven Solutions with Low Environmental Impact

AFF utilizes a paperless online application process for its products. Applicants can apply for AFF products via text-2-apply, QR codes, web applications on merchant websites, merchant portal applications, in-cart plug-in experiences and third-party waterfall applications. Upon submission of an application, AFF’s platform typically communicates a decision (either on behalf of AFF or its bank partner) electronically within seconds, providing a near immediate response to the applicant. Upon approval, the applicant then electronically signs their agreement, officially becoming a customer of AFF, and completes their purchase of goods or services using the POS payment option applicable for that particular merchant location. Customers can begin making scheduled payments, which can be managed by the customer via phone or online. Most other customer communications are handled by phone, online or electronic communications as well. The virtual nature of AFF’s business model means it operates no retail or consumer facing facilities and has a limited administrative facilities footprint of less than 46,000 square feet.

Employee Profile and Diversity

As of December 31, 2022, the Company had approximately 18,000 employees across five countries (the U.S., Mexico, Guatemala, Colombia and El Salvador). Well over 50% of both the total workforce and employees in management positions identify as female.

5402 5426


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U.S. Race and Ethnicity Demographics

Approximately 60% of the Company’s global workforce live and work in Latin America and the vast majority identify as Hispanic. Of all U.S. employees as of December 31, 2022, 71% identify as having a diverse racial and ethnic background and among managers in the Company’s U.S. operations, 65% identify as having a diverse racial and ethnic background.
5822 5846

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Beneficial Ownership of Management and Directors

The following tables set forth, as of April 18, 2023, the number and percentage of outstanding shares of Common Stock owned by: (i) each of the Company’s directors or director nominees; (ii) the named executive officers as defined in Item 402 of Regulation S-K; and (iii) all directors and executive officers, as a group. 

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.


17


To the best of the Company’s knowledge, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. 

Beneficial OwnerNumber of Shares
Common Stock
Number of Shares Underlying Restricted Stock Awards Vesting Within 60 DaysTotal Number of Shares Beneficially Owned
Percent (1)
Directors:
Daniel R. Feehan53,306 — 53,306 *
Daniel E. Berce21,667 626 
(2)
22,293 *
Marthea Davis795 626 
(2)
1,421 *
Mikel D. Faulkner10,872 626 
(2)
11,498 *
Paula K. Garrett3,252 626 
(2)
3,878 *
James H. Graves17,867 626 
(2)
18,493 *
Randel G. Owen9,172 626 
(2)
9,798 *
Douglas R. Rippel7,023,335 
(3)
626 
(2)
7,023,961 15.44 %
Executive officers:
Rick L. Wessel (also a Director)809,303 
(4)
— 809,303 1.78 %
T. Brent Stuart46,354 — 46,354 *
R. Douglas Orr161,962 
(5)
— 161,962 *
Howard F. Hambleton13,187 — 13,187 *
Raul R. Ramos53,809 — 53,809 *
Executive officers and directors as a group
(13 persons, including the nominees for director)8,224,881 4,382 8,229,263 18.08 %

(1)Based on 45,506,604 shares of Common Stock issued and outstanding as of April 18, 2023.

(2)Reflects a pro rata portion of unvested restricted stock awards that would become vested and convert to shares of Common Stock upon termination of service as a director by reason of retirement.

(3)Includes 7,021,743 shares owned directly by AFF Services, Inc., which is partially owned and 100% controlled by Douglas R. Rippel Revocable Trust (the “Trust”). The Trust and Douglas R. Rippel are indirect beneficial owners of the reported securities. Includes 1,100,000 shares pledged as collateral to secure a line of credit. No amounts were outstanding on this line as of April 18, 2023.

(4)These shares are pledged as collateral to secure certain lines of credit. Amounts outstanding under such lines were approximately 16% of the total value of shares held as of April 18, 2023.

(5)Includes 64,734 shares held by a family limited partnership and 52,728 shares held by a spousal trust. These shares are pledged as collateral to secure certain lines of credit. Amounts outstanding under such lines were approximately 11% of the total value of shares held as of April 18, 2023.

*    Ownership percentage is less than 1%


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Other Beneficial Owners Who Hold More than 5% of the Company’s Common Stock

The table below shows information for persons known by the Company to beneficially own more than 5% of the Company’s Common Stock based on their filings with the SEC through April 18, 2023:

Shares Beneficially Owned
Name and Address of Beneficial OwnerNumber
Percent (1)
BlackRock, Inc.4,268,887 
(2)
9.38 %
55 East 52nd Street
New York, NY 10055
FMR LLC6,923,165 
(3)
15.21 %
245 Summer Street
Boston, MA 02210
The Vanguard Group3,872,552 
(4)
8.51 %
100 Vanguard Boulevard
Malvern, PA 19355
EARNEST Partners, LLC2,347,424 
(5)
5.16 %
1180 Peachtree Street NE, Suite 2300
Atlanta, GA 30309

(1)Based on 45,506,604 shares of Common Stock issued and outstanding as of April 18, 2023.

(2)This information is based on a Schedule 13G filed with the SEC on January 25, 2023. BlackRock, Inc. reports that it has sole voting power over 4,205,125 shares of Common Stock beneficially owned and sole dispositive power over 4,268,887 shares of Common Stock beneficially owned.

(3)This information is based on a Schedule 13G/A filed with the SEC on February 9, 2023. FMR LLC reports that it has sole voting power over 6,920,717 shares of Common Stock and sole dispositive power over 6,923,165 shares of Common Stock beneficially owned.

(4)This information is based on a Schedule 13G/A filed with the SEC on February 9, 2023. The Vanguard Group reports that it has sole dispositive power of 3,792,761 shares of Common Stock, shared dispositive power over 79,791 shares of Common Stock and shared voting power over 45,507 shares of Common Stock beneficially owned.

(5)This information is based on a Schedule 13G/A filed with the SEC on April 10, 2023. EARNEST Partners, LLC reports that it has sole voting power over 1,765,926 shares of Common Stock and sole dispositive power over 2,347,424 shares of Common Stock beneficially owned.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires the Company’s executive officers, directors and persons who own more than 10% of a registered class of FirstCash’s equity securities to file an initial report of ownership of FirstCash common stock on Form 3 and reports of changes in ownership on Form 4 or Form 5. Mr. Hambleton, AFF president, was required to file a Form 3 and Form 4 during the year ended December 31, 2022 with respect to his holdings of Common Stock as of February 4, 2022. Mr. Hambleton’s Form 3 and Form 4 were not timely filed due to delays in obtaining EDGAR filing codes, but were filed on February 17, 2022. Ms. Marthea Davis, a director of the Company, was required to file a Form 3 during the year ended December 31, 2022 upon election to the Board of Directors on June 16, 2022. Ms. Davis’ Form 3 was not timely filed due to delays in obtaining EDGAR filing codes, but was filed on June 29, 2022.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2022, Messrs. Berce, Faulkner and Graves served as members of the Compensation Committee, were not and have never been an officer of or employed by the Company, and did not have any interlocking relationship with another entity requiring disclosure pursuant to SEC rules.

19


CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

The Company’s Board of Directors has adopted a policy for the review of transactions in which the Company was a participant and in which any related party of the Company (such as an executive officer, director, nominee for election as a director or greater-than-5% beneficial owner of Company stock, or their immediate family members), had a direct or indirect material interest. Pursuant to the Audit Committee Charter, the Audit Committee reviews proposed related party transactions and makes recommendations to the Board of Directors regarding approval or rejection of related party transactions. The Board of Directors reviews the recommendation of the Audit Committee and then approves all related party transactions prior to the Company entering into the transaction. Any such related party transaction is evaluated to determine whether such transaction is for the benefit of the Company and upon terms no less favorable to the Company than if the related party transaction was with an unrelated party. The Company had no transactions, nor are there any transactions currently proposed, in which the Company was or is to be a participant where any related party of the Company (such as an executive officer, director, nominee for election as a director or greater-than-5% beneficial owner of Company stock, or their immediate family members) had a material direct or indirect interest reportable under applicable SEC rules or that required approval of the Board of Directors under the Company’s related party transaction policy.

AUDIT COMMITTEE REPORT

The Audit Committee operates under a written charter adopted by the Board of Directors. All members of the Audit Committee meet the independence standards and other criteria established by Nasdaq.

The Audit Committee assists the Board of Directors in fulfilling its responsibility to oversee management’s implementation of the Company’s financial reporting process. Management is responsible for the audited financial statements of the Company and for maintaining effective internal control over financial reporting. In discharging its oversight role, the Audit Committee reviewed and discussed with management and RSM US LLP (“RSM”), the Company’s independent registered public accounting firm, the audited financial statements of the Company as of and for the year ended December 31, 2022. The independent registered public accounting firm is responsible for expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America. The Audit Committee has also reviewed management’s report on its assessment of the effectiveness of the Company’s internal control over financial reporting as well as the independent auditor’s report on the effectiveness of the Company’s internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The Audit Committee met privately with RSM and discussed issues deemed significant by the auditor, including those required to be discussed under the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Audit Committee received from RSM the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding RSM’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with RSM its independence from the Company and its management. The Audit Committee also considered whether the provision of non-audit services, if any, by RSM was compatible with maintaining its independence.

Based upon the foregoing review and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements and Management’s Report on Internal Control over Financial Reporting referred to above be filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

By the Audit Committee:
Daniel E. Berce
Paula K. Garrett    
Randel G. Owen
    
The Audit Committee report above does not constitute “soliciting material” and will not be deemed “filed” or incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act except to the extent that the Company specifically incorporates it by reference therein.

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PROPOSAL 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee selected RSM US LLP (“RSM”) as independent accountants to audit the books, records and accounts of the Company for the year ending December 31, 2023. The Board of Directors has endorsed this appointment.

RSM was first engaged in August 2016 as the Company’s principal accountant and has audited the Company’s consolidated financial statements for the seven most recent years ended December 31, 2022.

Principal Accountant Fees and Services

Aggregate fees for professional services rendered for the Company for the years ended December 31, 2022 and December 31, 2021, respectively, were as follows:

20222021
Services Provided:
Audit fees (1)
$1,066,220 $1,046,275 
Audit-related fees24,500 68,500 
All other fees— 325,500 
Total$1,090,720 $1,440,275 

(1)Includes $258,250 of audit fees directly related to the AFF Acquisition for the year ended December 31, 2021.

The audit fees for the years ended December 31, 2022 and 2021 were for the audits of the consolidated financial statements of the Company, internal control auditing and reporting as required by Section 404 of the Sarbanes Oxley Act of 2002 and review of the Company’s SEC filings. The audit-related fees for 2022 relate to services provided in connection with the Company’s Form S-3 filing, while in 2021 these fees relate to services provided in connection with the Company’s 2021 senior notes offering. The all other fees for 2021 relate to due diligence services provided in connection with the AFF Acquisition.

Audit Committee Pre-Approval Policies and Procedures

The 2022 and 2021 audit services provided by RSM were approved in advance by the Audit Committee.

The Audit Committee implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, the Audit Committee pre-approves both the types of services to be provided by the Company’s independent accountants and the estimated fees related to these services. During the approval process, the Audit Committee considers the impact of the types of services and the related fees on the independence of the auditor. The services and fees must be deemed compatible with the maintenance of the auditor’s independence and must comply with SEC rules and regulations.

Throughout the year, the Audit Committee reviews any revisions to the estimates of audit and non-audit fees initially approved.

Ratification of the Independent Registered Public Accounting Firm

Stockholder ratification of the selection of RSM as the independent registered public accounting firm is not required by the Company’s bylaws or otherwise. However, the Board of Directors is submitting the selection of RSM to the stockholders for ratification. In the event the stockholders do not ratify the appointment of RSM as the independent registered public accounting firm for the year ending December 31, 2023, the adverse vote will be considered as a direction to the Audit Committee and the Board of Directors to select other auditors for the following year. However, because of the difficulty in making any substitution of auditors so long after the beginning of the year, it is contemplated that the appointment for the year ending December 31, 2023 will be permitted to stand unless the Audit Committee and the Board of Directors find other good reason for making a change.

Representatives of RSM are expected to be present at the meeting, with the opportunity to make a statement if desired to do so. Such representatives are also expected to be available to respond to appropriate questions.


21


Required Vote
 
The affirmative vote of the holders of a majority of the outstanding shares of Common Stock present or represented by proxy at the Annual Meeting and entitled to vote is required to ratify the Audit Committee’s selection of RSM.

Recommendation of the Board of Directors
 
The Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of RSM as the Company’s independent registered public accountants for the year ending December 31, 2023. Unless marked to the contrary, proxies received from stockholders will be voted in favor of ratifying the appointment of RSM as the Company’s independent registered public accountants for the year ending December 31, 2023.

EQUITY COMPENSATION PLAN INFORMATION

The following table gives information about the Company’s Common Stock that may be issued under compensation plans as of December 31, 2022.

Number of securities
remaining available for
Number of securities to befuture issuance under equity
issued upon exercise ofWeighted-average exercisecompensation plans
outstanding options,price of outstanding(excluding securities
warrants and rightsoptions, warrants and rightsreflected in column A)
 (A) (B) (C)
Plan Category:
Equity compensation plans approved by security holders
435,000 
(1)
$— 3,007,000 
(2)
Equity compensation plans not approved by security holders
— — — 
Total435,000 $— 3,007,000 

(1)Amount reflects the maximum number of shares issuable pursuant to the conversion of restricted stock awards (assuming the performance goals with respect to performance-based restricted stock awards are achieved at maximum levels).

(2)Reflects shares available for issuance pursuant to the Company’s 2019 Long-Term Incentive Plan, all of which may be issued pursuant to grants of full-value stock awards.

EXECUTIVE OFFICERS

The following table lists the executive officers of the Company as of the date hereof and the capacities in which they serve.

NameAgePosition
Rick L. Wessel64Vice-Chairman of the Board and Chief Executive Officer (“CEO”)
T. Brent Stuart53President and Chief Operating Officer (“COO”)
R. Douglas Orr62Executive Vice President, Chief Financial Officer, Secretary and Treasurer (“CFO”)
Howard F. Hambleton50AFF President
Raul R. Ramos57Senior Vice President, Latin American Operations

22


Rick L. Wessel joined the Company in 1992 and has served as chief executive officer since November 2006 and has been a director since November 1992 and the vice-chairman of the board of directors since September 2016. Mr. Wessel previously served as president from May 1998 to September 2016, chairman of the board from October 2010 to September 2016, vice-chairman of the board from November 2004 to October 2010, secretary and treasurer of the Company from May 1992 to November 2006, and the Company’s chief financial officer from May 1992 to December 2002. Prior to February 1992, Mr. Wessel was employed by Price Waterhouse LLP for approximately nine years.

T. Brent Stuart joined the Company in September 2016, in conjunction with the Merger, as the president and chief operating officer. Prior to that, Mr. Stuart served as Cash America’s president and chief executive officer since November 2015, Cash America’s president and chief operating officer from May 2015 through October 2015, and Cash America’s executive vice president-chief operating officer from January 2015 through April 2015. Prior to that, Mr. Stuart served as the senior vice president-operations for Cash America’s U.S. retail services storefront lending business from July 2010 to January 2015 and as a regional vice president from November 2008 to July 2010. Prior to joining Cash America, Mr. Stuart held various senior leadership roles in the financial services industry, including the position of vice president with Fremont Investment and Loan from 2006 to 2008, senior vice president with Nationstar Mortgage from 2004 to 2006 and vice president with Novastar Financial, Inc. from 2002 to 2004. He also held various leadership positions with CitiFinancial from 1994 to 2002. Mr. Stuart started his career in financial services with Norwest Finance in May 1992.

R. Douglas Orr joined the Company in July 2002 as the vice president of finance. Since January 2003, Mr. Orr has served as the chief financial officer, and since January 2005, Mr. Orr has also served as executive vice president. In addition, Mr. Orr has served as secretary and treasurer since November 2006. Prior to joining the Company, Mr. Orr spent 14 years at Ray & Berndtson, a global executive search firm, where he served in senior executive and financial management roles. Prior to his employment at Ray & Berndtson, Mr. Orr worked for four years at Price Waterhouse LLP.

Howard F. Hambleton joined the Company in December 2021, in conjunction with the AFF Acquisition, as the AFF president. Prior to that, Mr. Hambleton served as AFF’s president from February 2015 to February 2021 and as chief executive officer and president from February 2021 to December 2021. Prior to working for AFF, Mr. Hambleton served as founder, president and chief operating officer of Flexi Compras (formerly Compuvisa), a virtual lease-to-own company, from May 2001 to February 2014. Mr. Hambleton held various leadership roles at GTE Communications Corporation and Schramm Telemedia from 1995 to 2001.

Raul R. Ramos joined the Company in 1992 to lead the jewelry operations center. Mr. Ramos has served in a progression of operational management roles since he joined the Company, including his current position of senior vice president, Latin American operations and his positions as vice president of operations and other management roles prior to his current role. In this current role, which he has held since May 2013, Mr. Ramos directs all store operations in the Company’s Latin America and South Texas markets. Prior to his employment with the Company, he worked in the pawn and retail jewelry industries.

The current executive officers of the Company have significant tenure with the Company and in pawn, lease-to-own or related consumer finance industries. The following table summarizes the experience of the executive officers:

Years of Experience:
NameFirstCashIndustry
Rick L. Wessel, CEO3131
T. Brent Stuart, COO14
(1)
30
R. Douglas Orr, CFO2020
Howard F. Hambleton, AFF President8
(2)
22
Raul R. Ramos, SVP Latin American Operations3035

(1)Mr. Stuart joined the Company in September 2016, in conjunction with the Merger, as the president and chief operating officer. Prior to that, Mr. Stuart had been employed by Cash America since 2008.

(2)Mr. Hambleton joined the Company in December 2021, in conjunction with the AFF Acquisition, as the AFF president. Prior to that, Mr. Hambleton had been employed by AFF since 2015.

All officers serve at the discretion of the Board of Directors.
23


EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Program Overview

The long-term strategy and business plans of FirstCash are focused on primarily growing its core pawn revenues and income by opening new pawn locations, acquiring existing pawn stores in strategic markets and increasing revenue and operating profits in existing stores. Additionally, the acquisition of AFF in 2021 provided the Company a meaningful entry into the retail POS payment solutions market in order to diversify its revenues and provide additional opportunities for growth. The Company believes the successful execution of these strategies will drive long-term growth in stockholder returns.

The goal of the FirstCash executive compensation program is to attract, motivate and retain the highest quality executives who will provide leadership for the Company in order to execute its long term strategies. The overriding compensation philosophy of the Company is to promote a “culture of ownership” among its executives by aligning their interests with those of its stockholders. The specific objectives of the Company’s compensation programs include:
Linking Company performance with executive compensation, while not encouraging excessive risk-taking;
Balancing short- and long-term Company performance with a weighting towards long-term performance; and
Aligning executives’ interests with those of stockholders through long-term ownership of Company stock.

The Compensation Committee and the Board of Directors continually review and improve the Company’s pay practices for its executive officers (who are referred to in this Proxy Statement as the “named executive officers,” or “NEOs”) to ensure they reward and drive superior performance and align with stockholders’ interests.

The Company’s named executive officers for 2022 include:
Rick L. WesselVice-Chairman of the Board and Chief Executive Officer (CEO)
T. Brent StuartPresident and Chief Operating Officer (COO)
R. Douglas OrrExecutive Vice President, Chief Financial Officer, Secretary and Treasurer (CFO)
Howard F. HambletonAFF President
Raul R. RamosSVP Latin American Operations

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Executive Summary of 2022 Compensation Results

The Compensation Committees believes its 2022 compensation actions and outcomes properly reflected the Company’s strong financial and stockholder return performance and progress on key strategic initiatives. These achievements were especially notable in light of challenges which negatively impacted the financial and stockholder return performances for many of the Company’s peers. Highlights reflective of the Company’s 2022 performance included:
Financial and operational performance:
Revenue growth of 61% in total and 63% on an adjusted basis compared to 2021
Net income more than doubled in 2022 over 2021, growing 103%, while adjusted net income grew 52%
Earnings per share growth in 2022 of 76% in total and 32% on an adjusted basis compared to 2021
Addition of 76 new pawn store locations in 2022 through new store openings and acquisitions
Significant revenue and profitability growth from the retail POS payment solutions segment (AFF) in its first full year of operations as part of FirstCash following its acquisition by the Company in December 2021
Total stockholder return performance:
One year total stockholder returns of 18%, which were at the 93rd percentile of the Company’s 2022 peer group, which had a median total stockholder return of negative 32%.
Total stockholder returns of 38% over the last five years, which were at the 61st percentile versus the Company’s peer group, which had a negative median total stockholder return over the same period.

The Company shows its 2022 financial results and relative total stockholder returns versus its 2023 peer group in summary in the sections below.


2022 Financial Highlights

FirstCash achieved exceptionally strong revenue and earnings growth in 2022. The results reflected the strength of the Company’s core pawn operations coupled with the additional revenue and earnings contributions of the AFF business acquired in late 2021.

The following table presents selected operating results for 2022 compared to 2021 (dollars in thousands, except per share amounts):

20222021Increase
Revenue$2,728,942 $1,698,965 61 %
Adjusted revenue (1)
2,771,599 1,700,673 63 %
Net income253,495 124,909 103 %
Adjusted net income (1)
245,737 161,479 52 %
Diluted earnings per share 5.36 3.04 76 %
Adjusted diluted earnings per share (1)
5.19 3.94 32 %
Adjusted EBITDA (1)
437,344 289,631 51 %

(1)Non-GAAP financial measure. See detailed reconciliation of non-GAAP financial measures provided in Appendix A.

Additional financial and operating highlights and analysis are presented in the “2022 Financial Review” section provided below.
25


2022 Relative Total Stockholder Return Results

The outstanding financial results are reflected in exceptional relative total stockholder returns versus the Company’s peer group and other relevant broad market indices over 1- , 3- and 5- year periods:
For 2022, FirstCash’s +18% TSR exceeded the 88th percentile of each relevant comparative group, with most constituents in each group producing a double-digit negative 1-year TSR.
For the 3- and 5-year periods, the Company has performed around the 60th percentile for the 3- and 5-year periods, comparing particularly well to its designated peer group and the broader Russell 2000 group.


Total Stockholder Returns1-Year TSR3-Year TSR5-Year TSR
(1/1/2022 -(1/1/2020 -(1/1/2018 -
(12/31/2022)(12/31/2022)(12/31/2022)
FirstCash 2022 Peer Group
  Median (50th Percentile)
(32)%(20)%(32)%
Russell 2000
  Median (50th Percentile)
(25)%%13 %
S&P MidCap 400
  Median (50th Percentile)
(12)%19 %30 %
FirstCash18 %13 %38 %
Percentile rank vs. 2022 peersP93P63P61
Percentile rank vs. Russell 2000P88P56P65
Percentile rank vs. S&P MidCap 400P88P42P55


Key 2022 Compensation Outcomes

The key compensation outcomes for 2022 were strongly aligned with these performance outcomes. The key outcomes for 2022 compensations included:
Cash payouts to the CEO, COO and CFO under the annual performance incentive program were between target and maximum against performance targets that were set between 23% and 47% above the prior year actual performance.
Performance-based stock award vesting for the CEO, COO & CFO for the 2021 - 2022 performance period was 131%, reflecting strong financial and stockholder performance coming out of the COVID-19 pandemic.

In summary, the performance-based outcomes in 2022 were indicative of the Company’s outstanding 2022 operating results and stockholder returns, but also reflected the ongoing continued rigor of the Compensation Committee’s goal setting process.
26


2022 Financial Review

Long-term Financial Performance Trends

The Company achieved record revenues and earnings results in 2022 based on the strength of core pawn operating results, coupled with additional revenue and earnings from the new retail POS payment solutions segment. While COVID negatively impacted the revenues and earnings from core pawn operations in 2020 and 2021, the operating results for pawn operations in 2022 exceeded the Company’s pre-COVID results from 2019. The following charts highlight key consolidated performance metrics for the past four years, many of which are measures in the Company’s performance-based compensation plans for its senior executive officers:
164926757759010995118617801649267577591164926757759416492675775951099511826184

(1)Non-GAAP financial measure. See detailed reconciliation of non-GAAP financial measures provided in Appendix A.
27


Segment Results

Pawn Operations - U.S. and Latin America Pawn Segments:
Pawn revenues increased 16% in total for 2022 compared to 2021.
U.S. revenues increased 17% in 2022 compared to the prior year.
Latin America revenues increased 14% on a U.S. dollar basis (13% on a constant currency basis) compared to the prior year.
Operating income from the pawn segments increased 22% in 2022 compared to 2021.
U.S. pawn segment operating income increased 25% in 2022 compared to the prior year.
Latin America pawn segment operating income increased 17% (16% on a constant currency basis) in 2022 compared to the prior year.
Consolidated pawn receivables increased 12% at December 31, 2022 compared to December 31, 2021.
U.S. pawn receivable increased 10% at December 31, 2022 compared to the prior year end.
Pawn receivables in Latin America increased 18% (12% on a constant currency basis) at December 31, 2022 compared to the prior year end.
Pawn Acquisitions and Store Opening Highlights:
For the full year, a total of 76 stores were added, composed of 30 acquired U.S. stores, 45 de novo locations opened in Latin America and one acquired store in Latin America.
As of December 31, 2022, the Company operated 2,872 pawn stores, with 1,771 stores located in Latin America and 1,101 stores in the U.S. The Latin American locations include 1,682 stores in Mexico, 61 stores in Guatemala, 14 stores in Colombia and 14 stores in El Salvador.
1099511969073164926773779916492677378001099511969173
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Retail POS Payment Solutions (AFF) Segment:
Retail POS payment solutions segment revenues for 2022 totaled $803 million on a GAAP basis and $846 million on an adjusted basis.
Retail POS payment solutions segment operating income totaled $59 million on a GAAP basis and $110 million on an adjusted basis in 2022.
AFF continued to grow market share in its space in 2022, with approximately 9,200 active retail and e-commerce merchant partner locations (known as “doors” in the industry) at December 31, 2022, representing a 41% increase in active merchant locations compared to December 31, 2021.
10995117267501099511822009
(1)The Company completed the AFF Acquisition on December 17, 2021, therefore 2021 includes the results of operations for AFF for the period December 17, 2021 to December 31, 2021.

(2)Non-GAAP financial measure. See detailed reconciliation of non-GAAP financial measures provided in Appendix A.

Other 2022 Highlights
Generated record cash flows from operations of $469 million and record adjusted free cash flows of $315 million.
Increased the Company’s bank line of credit to $590 million and extended the maturity date to 2027 in order to support the continued growth of the core pawn business and fund future growth of AFF.
Paid cash dividends to its stockholders totaling $59.6 million, or $1.26 per share.
Repurchased 2,204,000 shares of common stock at an aggregate cost of $158 million and an average cost per share of $71.63 during 2022.
Expanded the size and diversity of the Company’s Board of Directors by adding an additional independent director in 2022.
The Company produced strong stockholder returns in 2022 which were up 18% which compared favorably to a negative return of 25% for the Russell 2000 Index and 12% for the S&P 400 Index.
The charts below present stockholder returns for the five, three and one-year periods ended December 31, 2022, and the increasing cash dividends per share paid over the past four years:
10995118221401099511824193
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Role of the Compensation Committee

The Compensation Committee reviews and administers the compensation program for the Company’s executive officers, including recommending to the Board of Directors for approval of the specific compensation of all of the NEOs. Compensation is typically set at the first Compensation Committee meeting each calendar year after reviewing performance for the past year and prospects for the year ahead. The Compensation Committee regularly meets with the CEO, COO and CFO, who provide insight into how individual executives are performing. The Compensation Committee retains broad flexibility in the administration of the Company’s compensation plans.

The Compensation Committee has the authority to engage outside advisors to assist the Compensation Committee in the performance of its duties. In particular, the Compensation Committee has sole authority to retain and terminate any compensation consultant to assist in the evaluation of director, CEO or senior executive compensation, including sole authority to approve such consultant’s reasonable fees and other retention terms, all at the Company’s expense.  

The Compensation Committee’s Use of an Independent Consultant

The Compensation Committee retained the services of Pay Governance, an independent compensation advisory firm, to advise the Compensation Committee on various aspects of the Company’s compensation program. The Compensation Committee assessed Pay Governance's independence, as required under Nasdaq listing rules. Based on this review, the Compensation Committee does not believe any conflict of interest existed with the work performed by Pay Governance and considers them to be independent.

Pay Governance worked with the Compensation Committee and management to develop the 2022 peer group (“2022 Peer Group”) discussed below and made recommendations on the structure of the 2022 compensation program, including salaries, target award amounts, maximum payouts and the performance metrics included in the 2022 incentive plans. Additionally, Pay Governance presented to management and the Compensation Committee periodic updates on trends and developments across the executive compensation landscape.

Role of the CEO in Executive Compensation Decisions

The Company’s CEO works closely with the Compensation Committee, providing his assessment and recommendations on the competitiveness of the programs and the performance of the other NEOs, and makes recommendations for consideration pertaining to the compensation of the NEOs. The Compensation Committee takes these recommendations into consideration and either approves or works with the CEO to develop suitable proposals. The CEO does not, however, participate in decisions about his own compensation.

Peer Group Benchmarking

The Compensation Committee analyzes the compensation practices of a group of peer companies, consisting of other publicly-traded companies primarily in the pawn, specialty consumer finance and specialty retail industries. All of the peer companies are similar to the Company in market cap and revenue.

In determining compensation for its NEOs, each element of the Company’s compensation program is compared against the published compensation data of its 2022 Peer Group and other compensation surveys. The Compensation Committee, while mindful of this peer group and survey data, has not established a specific range of compensation for any element of pay from the peer group, but instead uses the data as a general guideline for discussion and consideration. The overall goal of this process is to enable the Company to provide total compensation packages competitive with prevailing practices in the Company’s industry and within the Company’s peer group.

The Compensation Committee engaged Pay Governance to help construct the 2022 Peer Group. The following specific factors, among other things, were considered during the construction of the 2022 Peer Group:
Market capitalization
Revenue
Assets (for financial companies)
Geographic footprint (specifically companies with operations in both the U.S. and Latin America)
Customer base (specifically serving value-conscious and/or credit-constrained consumers)
Regulatory environment (specifically in highly regulated consumer finance and other financial services industries)
Peer companies used by proxy advisors for comparison purposes
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Peers of current peer companies

The Compensation Committee believes the lack of a significant number of public pawnshop competitors creates difficulty in constructing a direct peer group. Accordingly, the 2022 Peer Group is constructed with input from Pay Governance using a broader group of companies which are generally indicative of the under-banked, cash-constrained and value-conscious retail borrower/consumer that make up the majority of the Company’s customer base and which are also aligned with the Company’s increasing size and complexity. With the acquisition of AFF, the Company now has three primary revenue sources: pawn lending, retail sales from its pawn stores and retail POS payment solutions, which is primarily virtual lease-to-own.

For 2022, CURO Group Holdings Corp., LendingClub Corporation, PROG Holdings, Inc., Academy Sports and Outdoors, Inc., Signet Jewelers Limited and Sleep Number Corporation were added as peer companies to the previous peer group utilized by the Committee, while Encore Capital Group, Inc., PRA Group, Inc., Cinemark Holdings, Inc. and Six Flags Entertainment Corporation were removed.

As a result of these changes, the Company believes that the 2022 Peer Group was better aligned with the Company’s industry positioning as described above. Therefore, the Compensation Committee established the following group of peer companies for benchmarking executive and director compensation levels and practices for 2022:

2022 Peer Group
Geographic Focus
Consumer Finance Companies:
Credit Acceptance CorporationUnited States
CURO Group Holdings Corp.United States, Canada
Enova International, Inc.United States, Brazil
EZCORP, Inc.United States, Latin America
LendingClub CorporationUnited States
OneMain Holdings, Inc.United States
Lease-to-Own and Consumer Services Companies:
Aaron’s, Inc.United States, Canada
Green Dot CorporationUnited States
H&R Block, Inc.United States, Canada, Australia
PROG Holdings, Inc.United States
Upbound Group, Inc. (formerly Rent-A-Center)United States, Canada, Latin America, Puerto Rico
Specialty Retail Companies:
Academy Sports and Outdoors, Inc.United States
Big Lots, Inc.United States
Designer Brands, Inc.United States, Canada
Five Below, Inc.United States
Sally Beauty Holdings, Inc.North America, Latin America, Europe
Signet Jewelers LimitedUnited States, Canada, Europe
Sleep Number CorporationUnited States


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The following table, based on data compiled by Pay Governance as of December 31, 2021, shows a comparison of FirstCash’s market cap, revenues, assets and relative percentile rank to the 2022 Peer Group (dollars in millions):

2022 Peer Group Median
FirstCash
FirstCash Percentile of 2022 Peer Group
Market cap$2,251$3,025
61st
Revenues$2,633$1,699
30th
Assets$2,925$3,836
63rd

2022 Say-on-Pay Vote and Stockholder Dialogue

At the Company’s 2022 Annual Meeting of Stockholders, the stockholders approved the 2021 compensation of the NEOs with 95% of the votes cast in favor of the Company’s compensation programs. The Company’s senior executives meet regularly with significant stockholders, and during 2022 did not receive substantive comments or inquiries regarding concerns around the compensation programs. Given the strong stockholder support for the Company’s compensation programs evidenced by the 2022 say-on-pay vote and the lack of direct comment from stockholders, the Company did not engage in a specific outreach program with stockholders regarding changes to its executive compensation program. Future advisory votes on executive compensation will serve as an additional tool to guide the Board of Directors and the Compensation Committee in evaluating the alignment of the Company’s executive compensation program with the interests of the Company and its stockholders.

The following chart details the Company’s history of the strong and consistent stockholder approval of the Company’s compensation program over the past five years:
17706

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Elements of Compensation

The Company’s compensation plan for its NEOs is focused on total direct compensation, which is primarily performance-based and at-risk, with a substantially smaller guaranteed portion. The compensation paid to the CEO, COO and CFO currently includes salary, annual performance-based cash incentives and long-term incentive compensation in the form of performance-based and time-based restricted stock awards. The following table summarizes the key elements of compensation in 2022 for the CEO, COO and CFO:

SalaryAnnual Performance
Incentive Program (“APIP”)
Long-Term
Incentive Program (“LTIP”)
Form of compensationCashCashEquity — Restricted Stock Awards
TypeFixedPerformance-based70% Performance-based
30% Time-based
PurposeFixed payDrive short-term financial performance and growthDrive long-term growth, align management interests with those of stockholders and promote retention
Performance periodOngoing1 yearTypically 3 years
Performance measuresN/A• Adjusted earnings per share
• Adjusted EBITDA
• Adjusted net revenue
• Relative stockholder return
• Adjusted net income
• Relative stockholder return
Performance determinationBased on performance, experience and expertiseFormulaicFormulaic

Compensation paid to the AFF president includes the same elements, with both the annual and long-term performance elements structured similarly to the plans outlined above for the CEO, COO and CFO, but with certain performance metrics specific to the retail POS payment solutions segment operating results.

Compensation paid to the SVP Latin America includes salary, discretionary cash bonus and long-term incentive compensation in the form of time-based restricted stock awards.


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“At-Risk” Pay Mix

A significant portion of the compensation for the Company’s CEO, COO, CFO and AFF president is in the form of at-risk variable compensation. All annual cash awards and the majority of equity awards are variable under objective, performance-based plans with the only significant element of fixed compensation being each NEO’s salary and the portion of the restricted stock award grant which is time-based. The Company does not provide for other supplemental retirement plans or other non-qualified plans, which are typically not performance-based. Accordingly, the Company believes the pay mix for the NEOs appropriately aligns their interests with those of its stockholders.

The mix of compensation elements at target award levels for the CEO used in 2022 is as follows:
1909619097

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Key Features of the Executive Compensation Program

The Compensation Committee is mindful of evolving practices in executive compensation and corporate governance. The table below highlights the Company’s current executive compensation practices—both the practices it believes will drive performance and mitigate risk (left column) and the practices it has not implemented or eliminated because it does not believe they would serve stockholders’ long-term interests (right column).

What The Executive Compensation Program Does:What The Executive Compensation Program Does Not Do:
Emphasizes an appropriate mix of cash and equity, annual and long-term compensation and fixed and variable pay. For 2022, 100% of the APIP and 70% of LTIP awards for the CEO, COO and CFO are performance-based and use multiple metrics in each plan
Does not provide for annual cash incentive compensation payouts based on a single performance metric, reducing compensation program risk as a result
Pays senior executives’ salaries commensurate with their backgrounds, years of experience, special skill sets and competitive practiceDoes not provide incentive guarantee to executives
Provides annual cash incentive awards which are tied directly to the Company’s performance which is based on achievement of earnings-targets and TSR performance relative to the Company’s peersDoes not normally contemplate discretionary cash awards to the CEO, COO, CFO and AFF president but does recognize that there may be situations when judgment can and should be exercised in the context of unusual and unanticipated circumstances
Provides annual grants of long-term performance-based equity awards primarily based on attainment of cumulative long-term growth targets for adjusted net income along with relative total stockholder returns

Equity awards are forfeited if the executive leaves the Company voluntarily (other than retirement) or is terminated before the vesting date, which is generally three years from the date of grant for the senior executives
Does not dilute the Company’s stockholders with excessive equity grants to employees. The Company’s 2022 “burn rate,” or stock awards granted (assuming achievement of target award outcomes) as a percentage of the weighted-average common shares outstanding, was 0.32%
Change in control provisions for the senior executive officers have "double-trigger" severance and equity benefits in the event of involuntary termination following a change-in-control in exchange for a two-year non-compete and non-solicitation agreement
Does not provide for “single-trigger” severance upon a change in control or excise tax gross-up protection for executives in connection with a change-in-control
Cash severance payments to senior executive officers for a non change-in-control termination without cause are capped at 50% of the sum of current salary and average cash bonus over the past three yearsDoes not provide tax gross-ups for severance payments or any other benefits
Caps the maximum annual incentive award and long-term performance award for the CEO, COO, CFO and AFF president and provides minimum performance thresholds below which no incentive awards are granted, serving to manage compensation program risk
Does not provide for automatic minimum payout awards for annual or long-term performance-based awards
Senior executives participate in the same 401(k) retirement plan as all other domestic employees and receive modest perquisites with a sound business rationaleDoes not provide supplemental retirement plans, non-qualified deferred compensation plans or other excessive executive perquisites
Subjects all incentive-based compensation to a “clawback” policy that allows the Company, in the event of a restatement of its financial results, to recover excess amounts erroneously paid to NEOs under certain circumstances
Does not encourage unnecessary or excessive risk-taking as a result of the Company’s compensation policies
Requires NEOs and directors to meet robust stock ownership guidelines
Does not permit hedging of Company stock


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Salary

The Company offers what it believes to be competitive salaries to its NEOs. The salary must be sufficient to attract and retain talented executives and provide a secure base of cash compensation. In addition, salary levels for the Company’s NEOs are set at levels the Compensation Committee believes to be, based on its general business experience and review of peer company data, competitive in relation to the salary levels of executive officers in the Company’s peer group, taking into consideration the NEO’s position, tenure, responsibility and need for special expertise. In setting the CEO’s salary in particular, the Compensation Committee believes Mr. Wessel’s long tenure with the Company, including 16 years as the CEO, and the significant complexity of operating over 2,800 pawn locations in five countries alongside the AFF business line warrants a salary above the median for the peer group.

Annual salary increases, typically determined in January of each year, are not guaranteed. Salary increases, if any, take into account factors such as the executive’s performance against job expectations, changes in the market, increased job responsibilities and experience. Given the impact of the COVID-19 pandemic on the Company’s profitability in 2020 and the expected ongoing impacts in 2021, the CEO, COO and CFO did not receive salary increases for 2021. For 2022, the Company provided a 4% increase for the salaries of the CEO, COO and CFO which the Compensation Committee determined appropriate in light of the Company’s recovery in profitability since the pandemic and the fact that no salary increases were granted in 2021. The increases were aligned with the overall salary increase budget in 2022 for the entire organization.

The following table details each NEO’s salary amounts for 2022, 2021 and 2020:

202220212020
NEOBase Salary% Change Over Prior-Year PeriodBase Salary% Change Over Prior-Year PeriodBase Salary
Rick L. Wessel, CEO$1,258,660 4 %$1,210,250 %$1,210,250 
T. Brent Stuart, COO776,620 4 %746,750 %746,750 
R. Douglas Orr, CFO723,060 4 %695,250 %695,250 
Howard F. Hambleton, AFF President (1)
600,000 
Raul R. Ramos, SVP Latin American Operations481,893 3 %467,857 %454,230 

(1)Mr. Hambleton joined the Company in December 2021, in conjunction with the AFF Acquisition, as the AFF president. His salary was based on his many years of experience in the retail POS solutions industry, his existing salary at AFF before the acquisition and recognition of his role in leading a significant operating segment of the Company.

Short-Term Incentive Compensation

The Company’s short-term incentive plans for the NEOs are intended to drive annual operating and financial results deemed crucial to the Company’s success.

Annual Performance Incentive Program (“APIP”)

The CEO, COO and the CFO are granted opportunities to earn annual cash incentive compensation through the APIP based upon the achievement of annual performance goals established by the Compensation Committee, which are tied to specified objective performance measures that are designed to reinforce the Company’s focus on growth and profitability. The majority of the performance targets are established by the Compensation Committee using the Company’s annual operating plan prepared by management and reviewed and approved by the Board of Directors at the beginning of each year. The Company’s level of achievement of the performance goals will result in the payment of a cash incentive award equal to a percentage of the salary of the participating NEO.

The CEO may earn an annual cash incentive between 0% and 300% of his salary, while the COO and CFO may earn between 0% and 200% of their respective salaries. The range of percentages for each participating NEO is based on the scope of the officer’s responsibilities, internal pay equity and competitive considerations, and are reviewed annually by the Compensation Committee. There were no changes in the range of percentage payouts for 2022.


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In February 2022, the Compensation Committee established the following performance measures and weightings for the 2022 APIP:

Performance MeasureWeight
Adjusted diluted earnings per share25%
Adjusted EBITDA25%
Adjusted net revenue (gross profit)25%
1-year relative TSR vs. compensation peers25%

The Compensation Committee believes the nature and weighting of the performance measures should provide an appropriate mix of short-term targets directed primarily at earnings growth:
Adjusted diluted earnings per share represents the performance metric which the Compensation Committee believes most impacts stockholder returns over a one-year period.
Adjusted EBITDA also measures the achievement of earnings targets, but excludes the impact of share issuances/repurchases, financing activities, income taxes and non-cash depreciation/amortization expenses, resulting in a more pure measure of operating profitability.
Adjusted net revenue measures both the amount and quality of top-line revenue growth as it includes a profitability component (gross profit), which includes the impact of cost of goods sold, lease-to-own depreciation expense and credit loss provisioning.
The TSR measure is tied directly to the Company’s share price and dividend performance compared to its peers and measures management’s ability to create future stockholder value and further aligns the interests of management and the Company’s stockholders.

The 2022 APIP financial performance goals (excluding relative TSR) and the resulting target growth rates over 2021 actual results were as follows (dollars in thousands, except per share amounts):

Performance Measure2022
Target
2021
Actual
Target 2022
 Growth
Rate
Adjusted diluted earnings per share$4.85 $3.94 23 %
Adjusted EBITDA$425,000 $289,631 47 %
Adjusted net revenue (gross profit)$1,271,000 $965,514 32 %

The following table sets forth the threshold, target and maximum performance goals for each performance measure and the actual performance achieved during 2022 (dollars in thousands, except per share amounts):

2022 Performance Range2022
Actual Performance
2022 Actual Performance
As % of Target
Performance MeasureThresholdTargetMaximum
Adjusted diluted earnings per share$4.56 $4.85 $5.14 $5.19 107 %
Adjusted EBITDA$400,000 $425,000 $451,000 $437,344 103 %
Adjusted net revenue (gross profit)$1,194,000 $1,271,000 $1,347,000 $1,314,940 103 %
Relative TSR to the Company’s peer group percentile
25th
50th
75th
93rd190 %


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The Compensation Committee believes the amounts earned under the 2022 APIP appropriately reflects the Company’s strong operating results and stockholder returns for 2022:
Adjusted earnings per share was a record $5.19 per share, an increase of 32% over the prior year, which exceeded the maximum payout range. Accordingly, the award was capped at the maximum payout percentage.
Adjusted EBITDA was a record $437 million, an increase of 51% over the prior year, which represented achievement between the target and maximum payout percentages.
Adjusted net revenue was $1.3 billion, an increase of 36% over the prior year, which represented achievement between the target and maximum payout percentages.
Total stockholder returns were in the 93rd percentile of returns for the Company’s 2022 Peer Group, which exceeded the maximum payout range. Accordingly, the award was capped at the maximum payout percentage.

The following table sets forth the threshold, target and maximum percentages of each eligible NEO’s salary available to be earned, the percentage of each participant’s salary earned based on the actual performance achieved and the actual award paid in total for the four performance measures described above:

Award Earned Based on Actual Performance
(% of Salary)
Cash Incentive Award Earned Based on Actual Performance
Potential Award (% of Salary)
NEOThresholdTargetMaximum
Rick L. Wessel, CEO25 %150 %300 %264 %$3,327,582 
T. Brent Stuart, COO25 %125 %200 %182 %$1,414,905 
R. Douglas Orr, CFO25 %125 %200 %182 %$1,317,325 

Summary of Historical Payout Results of the APIP

The Compensation Committee believes the historical payouts under the APIP demonstrate sufficient rigor in its annual goal-setting process. Over the past five years, the maximum payout under the APIP was achieved only one time, which was in 2018. The following chart details the APIP award paid over the past five years to the CEO, COO and CFO (in thousands):
27722


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AFF President Performance-Based Incentive Compensation

The compensation program for the AFF president, Mr. Hambleton, provides him the opportunity to earn annual cash incentive compensation based solely upon the achievement of annual performance goals tied to specified objective performance measures weighted equally between the earnings performance of the AFF segment and the Company’s consolidated performance results. The performance targets are established by the Compensation Committee using the Company’s annual operating plan prepared by management and reviewed and approved by the Board of Directors at the beginning of each year. The level of achievement of the performance goals can result in the payment of a cash incentive award equal to between 0% and 200% of Mr. Hambleton’s salary.

In February 2022, the Compensation Committee established the following performance measures and weightings for the AFF president’s annual cash incentive compensation:

Performance MeasureWeight
AFF segment adjusted EBITDA (1)
50%
Adjusted diluted earnings per share (2)
25%
1-year relative TSR vs. compensation peers (2)
25%

(1)The threshold, target and maximum performance goals for this performance measure were $126 million, $134 million and $142 million, respectively.

(2)The threshold, target and maximum performance goals for these performance measures were identical to those used in the APIP for the CEO, COO and CFO as described above.

While the AFF segment adjusted EBITDA for 2022 exceeded 2021, it did not meet the threshold performance goal and therefore no award was earned for that performance measure. As described in the APIP section above, the Company’s consolidated adjusted diluted earnings per share and the 1-year relative TSR vs. compensation peers were both above the respective maximum performance goals, resulting in the maximum award being earned by Mr. Hambleton for those performance measures.

The following table sets forth the threshold, target and maximum percentages of Mr. Hambleton’s salary available to be earned, the percentage of his salary earned based on the actual performance achieved and the actual award paid:

Award Earned Based on Actual Performance
(% of Salary)
Cash Incentive Award Earned Based on Actual Performance
Potential Award (% of Salary)
NEOThresholdTargetMaximum
Howard F. Hambleton, AFF President25 %125 %200 %100 %$600,000 

Other Cash Bonuses

Mr. Ramos, SVP Latin America Operations and a NEO, and other key employees are paid annual discretionary cash bonuses to reflect the breadth of their expertise and responsibility, achievement of certain financial or strategic results and to make the cash component of compensation competitive with that of the Company’s peers. While the Company maintains broad discretion to vary overall cash compensation for a given year by varying the amount, if any, of such cash bonuses, these bonuses are typically determined by evaluating financial and strategic targets such as segment operating profits and key performance metrics, among other criteria. These cash bonuses may reflect a material part of the employees’ overall compensation, with payments commensurate with the employees’ position, responsibilities and individual and overall Company performance. The resulting 2022 cash bonus award of $750,000 to Mr. Ramos was reviewed and approved by the Compensation Committee based on the CEO’s recommendation. The award for 2022 was reflective of Mr. Ramos’ contributions in leading the strong post-pandemic recovery in the Latin American pawn revenues and earnings in 2022 compared to 2021 as highlighted above.

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Long-Term Incentive Compensation

The Company makes annual equity awards to its NEOs and certain other employees to provide incentive for them to achieve targeted levels of financial performance, stay with the Company over the long term and align their interests with those of the Company’s stockholders. These equity awards also provide additional flexibility to the Compensation Committee to reward superior performance by NEOs and other employees. Generally, these awards are established and granted in late January or early February of each year. The date of grant for all equity awards is the date of Compensation Committee approval. The Company believes all such equity grants as described herein align the executives’ interests with those of the Company’s stockholders.

While the use of equity awards is an important part of the Company’s overall executive compensation program, the Company is also aware of its responsibility to its stockholders to exercise judgement in the granting of such awards. As a result, the Company monitors its annual share usage, or “burn rate,” and the potential dilutive impact of equity awards on its stockholders.

The annual share usage, or burn rate, of equity awards for the last three years was as follows:

202220212020
Total restricted stock awards granted at target (annual share usage) 151,796 122,410 104,571 
Weighted-average common shares outstanding47,213,000 40,975,000 41,502,000 
Annual share usage as percentage of shares outstanding (burn rate)0.32 %0.30 %0.25 %

Long-Term Incentive Program (“LTIP”)

The Compensation Committee has established an LTIP for the CEO, COO and CFO with all of the awards provided in the form of time-based and performance-based restricted stock awards which vest over a three-year period. In addition, all of the long-term incentive awards for the AFF president are structured similarly. These awards are designed to provide alignment of executives’ interests with those of stockholders through long-term ownership of Company stock. For 2022, 70% of the awards are contingent upon the Company attaining defined performance goals tied to earnings and stockholder return metrics over a three-year period and 30% are time-based with cliff vesting after three years.

To determine the number of performance-based restricted stock awards that vest under the LTIP, the Compensation Committee measures the cumulative performance of the Company at the end of the three-year performance period against the cumulative performance goals approved by the Compensation Committee typically in the first quarter of the year of the initial grant. The Company’s level of achievement of the performance goals set forth in the cumulative performance period will result in the vesting of the performance-based awards between zero and 150% of a stated target number of shares while the time-vested awards are fixed at target. The target number of shares for each participating executive officer is based on the scope of the officer’s responsibilities, internal pay equity among participating executive officers with similar responsibilities and competitive considerations and are reviewed annually by the Compensation Committee.

2022 LTIP Grants

In February 2022, performance-based and time-based restricted stock awards were granted under the LTIP to the CEO, COO and CFO. The Compensation Committee established the following vesting conditions, award weightings and performance/service periods for the February 2022 awards:

Performance-Based Restricted Stock Awards
Performance MeasureWeighting
 (At Target)
Cumulative Performance Period
Adjusted net income35%January 1, 2022 — December 31, 2024
TSR relative to the Company’s peer group35%January 1, 2022 — December 31, 2024
Time-Based Restricted Stock Awards
Service ConditionWeightingService Period
Time vested award (three-year cliff vesting)30%January 1, 2022 — December 31, 2024
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The Compensation Committee believes the nature and weighting of the LTIP awards granted for 2022 provide an appropriate mix of long-term targets directed at core earnings growth, total stockholder returns and executive retention.

The adjusted net income performance measure provides what the Compensation Committee believes is the most meaningful measure of the Company’s true long-term operating performance by excluding items that management believes are non-operating in nature and not representative of the Company’s core operating performance. The adjusted net income cumulative three-year performance goal, which was established in February 2022, is based on target adjusted net income for 2022 (on a basis which was equivalent to the level of the target adjusted net income metric used in the APIP) with increases in 2023 and 2024 based on long-term growth rates established by the Compensation Committee.
The TSR measure is tied directly to the Company’s share price and dividend performance compared to its defined compensation peers. This metric measures management’s ability to create future stockholder value and further aligns the interests of management and the Company’s stockholders. The 3-year TSR target was established at the 50th percentile of the 2022 Peer Group.
Time-vested awards provide a further executive retention incentive and are structured so that the awards do not vest unless the executive remains employed for the three-year period ending December 31, 2024. These awards further align executives’ interests with those of stockholders through long-term ownership of Company stock.

The Compensation Committee, with the assistance of Pay Governance, benchmarked the structure, performance measures and weighting of the Company’s LTIP award program with that of its peer group and determined the Company’s program was substantially in-line with its peers.

The following table sets forth each participant’s threshold, target and maximum stock grant opportunities and the respective grant date fair value of the performance-based awards for the 2022 LTIP Grants:

CEOCOO/CFO
Threshold (1)
TargetMaximum
Threshold (1)
TargetMaximum
Considered Award Value (2):
Adjusted net income
$428,750 $1,715,000 $2,572,467 $148,750 $595,000 $892,470 
TSR relative to the Company’s peer group857,500 1,715,000 2,572,500 297,500 595,000 892,500 
Total
$1,286,250 $3,430,000 $5,144,967 $446,250 $1,190,000 $1,784,970 
Award Shares Granted (3):
Adjusted net income6,204 24,815 37,224 2,152 8,610 12,915 
TSR relative to the Company’s peer group12,408 24,816 37,223 4,305 8,609 12,914 
Total
18,612 49,631 74,447 6,457 17,219 25,829 

(1)No award is earned if actual performance is less than the performance measure threshold amounts.

(2)The considered award values are amounts determined by the Compensation Committee in setting target compensation and are used to determine the award shares granted. These values do not represent the grant date fair value shown in the “Stock Awards” column of the Summary Compensation Table (“SCT”) below.

(3)Award shares granted are determined by dividing the considered award values by the average of the closing price of the Company’s stock over the 45 trading days immediately prior to the grant date, which was $69.11 per share.

Time-based restricted stock awards represented 30% of the target LTIP awards granted in February 2022. The time-based awards have a three-year cliff vesting schedule under which the shares will vest if the participant remains employed by the Company through December 31, 2024.



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The following table sets forth each participant’s time-based stock grant award value and shares granted:

Participant
Considered Award
Value (1)
Award Shares
Granted (2)
Rick L. Wessel, CEO$1,470,000 21,270 
T. Brent Stuart, COO510,000 7,379 
R. Douglas Orr, CFO510,000 7,379 

(1)The considered award values are amounts determined by the Compensation Committee in setting target compensation and are used to determine the award shares granted. These values do not represent the grant date fair value shown in the “Stock Awards” column of the SCT below.

(2)Award shares granted are determined by dividing the considered award values by the average of the closing price of the Company’s stock over the 45 trading days immediately prior to the grant date, which was $69.11 per share.

Historical LTIP Grants and Performance

2020 LTIP Grants — In January 2020, the CEO, COO and CFO were granted performance-based restricted stock awards under the LTIP. Given the unforeseeable impact of COVID-19 on the long-term attainability of the awards, they were canceled and no award was earned or vested from the original grant.

In December of 2020, the Compensation Committee awarded replacement 2020 grants which included two performance measures as follows:

The adjusted net income and store additions performance measures had a two-year cumulative performance period that began on January 1, 2021 and ended on December 31, 2022. The following table sets forth the two-year cumulative performance goals for the adjusted net income and store additions performance measures of the 2020 grant and the actual two-year cumulative performance achieved (dollars in thousands):

Cumulative Performance GoalsCumulative
Actual Performance
Payout as a % of Target Shares
2020 Grant Performance MeasureWeightThresholdTargetMaximum
Adjusted net income (1)
33.3 %$296,000 $320,000 $344,000 $407,216 150 %
Store additions (2)
33.3 %196 212 228 215 111 %
Weighted Total Payout131 %

(1)The adjusted net income performance measure for the 2020 grant is defined as adjusted net income as calculated in the Company’s SEC filings.

(2)Store additions, as defined for this performance goal, are comprised of new store openings, store acquisitions and strategic relocations of existing or acquired store assets occurring during the measurement period.

The following table sets forth each participant’s threshold, target and maximum stock grant opportunities for the adjusted net income and store additions performance measures of the 2020 grant based on the achievement of the respective two-year cumulative performance goals and the actual number of shares that vested based on the actual two-year cumulative performance period that ended on December 31, 2022:

Shares Awarded Based on Actual Two-Year Cumulative Performance
Potential Share AwardPayout as a % of Target Shares
ParticipantThresholdTargetMaximum
Rick L. Wessel, CEO8,270 33,080 49,620 131 %43,202 
T. Brent Stuart, COO2,756 11,026 16,540 131 %14,400 
R. Douglas Orr, CFO2,756 11,026 16,540 131 %14,400 

42


The third performance measure of the 2020 grant was relative TSR performance over a three-year cumulative performance period that began on January 1, 2021 and ends on December 31, 2023. This portion of the 2020 LTIP grant remains outstanding and is more fully described in the table of Outstanding Equity Awards as of December 31, 2022 provided later in this section.

2021 LTIP Grants — In 2021, the CEO, COO and CFO were granted awards of performance-based restricted stock awards under the LTIP. The 2021 grant has a three-year cumulative performance period that began on January 1, 2021 and ends on December 31, 2023. These grants are more fully described in the table of Outstanding Equity Awards as of December 31, 2022 provided later in this section.

Summary of Historical LTIP Payout Results

The historical payout results for the LTIP indicate the performance goals have historically demonstrated a sufficient level of rigor. For the past four award cycles with completed performance periods (the 2017, 2018, 2019 and 2020 grants), the maximum payout was only achieved for one grant, the 2017 award, while the 2019 award resulted in no payout to the executives.

The following chart details the LTIP award earned over the performance period by each participating NEO for the 2017, 2018, 2019 and 2020 grants:
38545
(1)Represents final attainment for two-year performance period ended December 31, 2022. The additional three-year relative TSR award will be measured at the end of 2023. See “Historical LTIP Grants and Performance” section above for further detail regarding the amounts of the 2020 grant earned and the amounts outstanding as of December 31, 2022, respectively.

Long-Term Equity Awards to Other NEOs

The 2022 long-term equity awards granted in February 2022 to the AFF President were structured similarly to the 2022 LTIP awards described above for the CEO, COO and CFO. Mr. Hambleton received performance-based RSU awards tied to AFF EBITDA and the Company’s relative TSR performance, both weighted equally and over a three-year performance period. The total threshold, target and maximum performance-based award was 2,849, 7,596 and 11,394, respectively. In addition, Mr. Hambleton was granted 3,256 time-based restricted stock awards that have a three-year cliff vesting schedule under which the shares will vest if he remains employed by the Company through December 31, 2024. Additionally in February 2022, the Company granted 4,000 time-based restricted stock awards to Mr. Ramos, Senior VP Latin America, which vest in five equal annual installments and become fully vested in February 2027. The amount, structure and applicable performance targets were reviewed and approved by the Compensation Committee.


43


Compensation Plan Actions for 2023

As a result of the continued efforts to align pay programs with market best practices, the Company has made certain changes in its compensation programs beginning in 2023, based on recommendations from Pay Governance and the Compensation Committee as further described below.

APIP

The Compensation Committee eliminated the 1-year relative TSR measure, noting that TSR performance is typically a longer-term measure and that it remains a significant performance component of the LTIP award program. As a result, the Committee reallocated the 25% previously allocated to 1-year TSR to the adjusted diluted earnings per share measure. The Compensation Committee established the following performance measures and weightings for the 2023 APIP:

Performance MeasureWeight
Adjusted diluted earnings per share50%
Adjusted EBITDA25%
Adjusted net revenue (gross profit)25%

The threshold, target and maximum APIP percentages, expressed as a percentage of salary, did not change for 2023 for the CEO, COO and CFO. The short-term incentive award structures for the other NEOs remain similar to those utilized in 2022.

LTIP

For 2023-2025 LTIP, the Compensation Committee reallocated 10% of total awards previously allocated to each of the performance-based awards (adjusted net income and 3-year relative TSR) to time-based awards. The Compensation Committee believes the revised weighting between performance-based awards and time vested awards are more in-line with the weightings used by the Company’s peer group. As a result, the following performance measures, weightings and cumulative performance periods will be used for the 2023-2025 LTIP:

Performance MeasureWeightCumulative Performance Period
Adjusted net income25%January 1, 2023 — December 31, 2025
3-year relative TSR vs. compensation peers25%January 1, 2023 — December 31, 2025
Time vested award (three-year cliff vesting)50%Vesting Date — December 31, 2025

The long-term incentive award structure for the AFF president was modified similarly for 2023 to provide weightings of 25% for AFF adjusted cash-basis EBITDA, 25% for relative TSR and 50% for time vested.

Peer Group

With the Company’s acquisition of AFF in late 2021, the Company’s market cap, revenues and total assets increased significantly during 2022. Using updated post-acquisition financial metrics at the end of 2022, Pay Governance reviewed the composition of the Company’s compensation peer group. As a result, Pay Governance recommended that CURO Group Holdings Corp., Big Lots, Inc. and Sleep Number Corporation be removed from the peer group due to their significantly lower market caps compared to the overall peer group and that Bread Financial Holdings, Inc., Ollie’s Bargain Outlet Holdings, Inc. and The Western Union Company should be added to create the 2023 Peer Group based on improved industry and size alignment. This new 2023 Peer Group was adopted by the Compensation Committee in February 2023 and used to evaluate pay decisions in 2023.


44


Perquisites and Personal Benefits

The NEOs received additional remuneration consistent with the Company’s approach to hiring and retaining key personnel, such as benefits provided to all full-time employees, including matching contributions to 401(k) accounts, health insurance, life insurance and disability insurance. Certain NEOs received perquisites, such as automobile allowances, club memberships, and, for the CEO, opportunities to travel using the Company’s aircraft.

The Company does not provide supplemental non-qualified retirement or deferred compensation plans to any of its executives.

The aggregate incremental cost to the Company during 2022 of such benefits is reflected in the Summary Compensation Table below.

Anti-Hedging and Pledging Policy

The Company’s insider trading policy prohibits all of its directors, officers and employees from engaging in “short sales” or “sales against the box” or trading in puts, calls, warrants or other derivative instruments on the Company’s securities. The Board of Directors believes this prohibition further aligns the interests of directors and executives with those of stockholders, facilitates compliance with insider-trading and other applicable laws, and aids in preventing directors and executives from subjecting themselves to an actual or potential conflict of interest with the Company or creating the appearance of such a conflict.

The insider trading policy generally prohibits directors, officers and employees from purchasing Company securities on margin, borrowing against Company securities held in a margin account or pledging any Company securities as collateral for a loan. However, an exception to the prohibition from pledging Company securities as collateral for a loan may be granted, on a case by case basis, where the Company determines that such a pledge would not pose a material risk to the Company or its stockholders.

Additional details regarding these policies are provided in the Corporate Governance, Board Matters and Director Compensation Anti-Hedging and Pledging Policy section of this Proxy Statement.

Executive Stock Ownership and Retention Guidelines

The Company’s Board of Directors has adopted stock ownership guidelines pursuant to which all NEOs are expected to own shares of Company stock, or hold unvested time-based restricted stock awards, equal in total to a multiple of the NEO’s salary, as follows:

Current Named Executive OfficersTarget MultipleCurrent Multiple as of
April 18, 2023
Rick L. Wessel, CEOxSalary64.3 xSalary
T. Brent Stuart, COOxSalary8.6 xSalary
R. Douglas Orr, CFOxSalary23.7 xSalary
Howard F. Hambleton, AFF PresidentxSalary3.5 xSalary
Raul R. Ramos, SVP Latin American OperationsxSalary12.6 xSalary

Until a NEO has satisfied the stock ownership guidelines, they are required to retain 75% of the after-tax shares received upon the exercise or vesting of equity incentive awards. Furthermore, any sales of Company stock by a NEO will be permitted only to the extent the NEO will continue to meet the guidelines immediately following such sale. NEOs have five years after they first become eligible for the executive stock ownership guidelines to achieve the target multiple. As of December 31, 2022 and the date of this report, all of the NEOs met the Company’s stock ownership guideline.


45


Clawback Policy

The Company’s Board of Directors has adopted an executive compensation recovery, or “clawback,” policy that applies to all NEOs in the event the Company is required to restate its financial statements. The Compensation Committee may seek recovery of any short- or long-term incentive payment or award granted to executive officers during the three years preceding such restatement where (i) the payment or award grant was calculated based on achievement of the misstated financial results; (ii) the Board of Directors determines the executive engaged in intentional misconduct that materially contributed to the need for the restatement; and (iii) a lower payment or award grant would have been made to the executive based upon the restated financial results.

In addition, if the Company is required, as a result of misconduct, to restate its financial results due to its material noncompliance with any financial reporting requirements under the federal securities laws, its CEO and CFO may be legally required to reimburse the Company for any bonus or other incentive-based compensation they received pursuant to the provisions of Section 304 of the Sarbanes-Oxley Act of 2002.

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation greater than $1 million paid for any year to the chief executive officer or chief financial officer (at any time during the year), and the three other most highly-compensated executive officers (as of the end of any year).

The Compensation Committee, where possible and considered appropriate, strives to preserve corporate tax deductions, including the deductibility of compensation to NEOs, although tax deductibility is not the primary factor used by the Compensation Committee in setting compensation. The Compensation Committee reserves flexibility where it is deemed necessary and in the best interests of the Company and its stockholders to continue to attract and retain the best possible executive talent, and to approve compensation arrangements that are not fully tax deductible to the Company. While the Compensation Committee expects it will provide for compensation that will not be deductible under Section 162(m) of the Code, it will continue to structure the executive compensation program so that a significant portion of total executive compensation is linked to the performance of the Company.

Compensation Committee Report

The Compensation Committee of the Company has reviewed and discussed the “Compensation Discussion and Analysis” set forth above with management and, based on such review and discussions, the Compensation Committee recommended to the Directors that the “Compensation Discussion and Analysis” be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K.

Members of the Compensation Committee:
James H. Graves
Daniel E. Berce
Mikel D. Faulkner

The Compensation Committee report above does not constitute “soliciting material” and will not be deemed “filed” or incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference herein.


46


Summary Compensation Table

The following table summarizes the total compensation paid or earned by the 2022 NEOs for the years ended December 31, 2022, 2021 and 2020. Mr. Hambleton was not a named executive officer for 2021 and 2020.

Non-
Equity
Incentive
PlanAll Other
Name andStockCompen-Compen-
PrincipalSalaryBonusAwardssationsationTotal
PositionYear$$
$ (2)
$ (4)
$ (5)
$
Rick L. Wessel,20221,258,660  5,155,277 3,327,582 95,316 9,836,835 
Vice-Chairman, Chief20211,210,250 — 3,453,904 2,428,064 83,249 7,175,467 
Executive Officer20201,210,250 1,715,529 
(1)
7,478,258 
(3)
— 84,566 10,488,603 
(6)
T. Brent Stuart,2022776,620  1,788,532 1,414,905 17,346 3,997,403 
President, Chief2021746,750 — 1,195,664 1,029,115 — 2,971,529 
Operating Officer2020746,750 882,098 
(1)
2,492,777 
(3)
— — 4,121,625 
(6)
R. Douglas Orr,2022723,060  1,788,532 1,317,325  3,828,917 
EVP, Chief Financial2021695,250 — 1,195,664 958,141 — 2,849,055 
Officer, Secretary, 2020695,250 821,264 
(1)
2,492,777 
(3)
— — 4,009,291 
(6)
Treasurer
Howard F. Hambleton (7)
2022600,000  789,072 600,000  1,989,072 
AFF President
Raul R. Ramos,2022481,893 750,000 279,120  10,385 1,521,398 
SVP Latin American 2021467,857 750,000 234,720 — — 1,452,577 
Operations2020454,230 750,000 339,720 — — 1,543,950 

(1)Amounts represent non-recurring cash incentive awards earned in consideration of actions taken by management in 2020 to enable the Company to weather the significant disruption and uncertainty caused by COVID-19 (including safeguarding the health and safety of the Company’s employees and customers) and position the Company for success as economic conditions improve upon the end of the pandemic. The award was based on the results of an objective resiliency scorecard completed by members of the Board of Directors. The Compensation Committee utilized its discretion to modify the performance criteria of the original 2020 APIP award, which the Company failed to achieve threshold performance levels for the year under all three performance measures. Therefore, under SEC rules, this cash incentive award is classified as a “Bonus” rather than “Non-Equity Incentive Plan Compensation.”

(2)Amounts represent the grant date fair value determined in accordance with FASB ASC Topic 718 of restricted stock awards granted, which are described in the “Long-Term Incentive Compensation” section of the “Compensation Discussion and Analysis” above. The grant date fair value of time-based restricted stock awards was based on the closing market price of the Company’s Common Stock on the date of grant multiplied by the number of restricted stock awards granted. The grant date fair value of performance-based restricted stock awards that may be earned based on achievement of certain performance measures was based on the closing price of the Company’s common stock on the date of grant and the probable outcome of performance-based conditions at the time of grant. The grant date fair value for performance-based restricted stock awards that may be earned based on relative TSR performance was determined using a Monte-Carlo simulation model.

47


(3)Amount presented represents the sum of an award granted in January 2020, which was subsequently cancelled, and a replacement award granted in December 2020. In accordance with SEC guidance, amounts shown in this table include the grant date fair value of both awards, even though the January 2020 award was subsequently cancelled in 2020 and the NEOs did not and will not receive any value from such awards. In January 2020, performance-based restricted stock awards were granted under the LTIP to the CEO, COO and CFO, which had a grant date fair value of $3,887,331 for the CEO and $1,295,777 for the COO and CFO. In December 2020, the Compensation Committee elected to cancel the January 2020 awards. In December 2020, performance-based restricted stock awards were granted under the LTIP to the CEO, COO and CFO to replace the cancelled January 2020 award, which had a grant date fair value of $3,590,927 for the CEO and $1,197,000 for the COO and CFO. Assuming the performance measures for the December 2020 performance grants would be achieved at maximum levels, the grant date fair value of the December 2020 awards would be $5,386,427 for the CEO and $1,795,500 for the COO and CFO. Both the January 2020 and December 2020 restricted stock award grants were 100% performance-based.

(4)Amounts represent cash incentive awards earned under the terms of the Company’s APIP as well as other short-term performance-based incentive compensation which provide for the payment of annual cash incentive compensation based upon the achievement of performance goals established annually by the Compensation Committee based on one or more specified performance criteria, as more fully described in the “Compensation Discussion and Analysis” above.

(5)The Company provides the NEOs with certain group life, health, medical, and other noncash benefits generally available to all salaried employees that are not included in this column pursuant to SEC rules. As permitted by SEC rules, no amounts are shown in this table for perquisites and personal benefits for any individual NEOs for whom such amounts do not exceed $10,000 in the aggregate.

Mr. Wessel’s all other compensation for 2022 includes matching contributions under the First Cash 401(k) Profit Sharing Plan of $7,625, an automobile allowance of $10,885, reimbursement for dues at a country club in the amount of $35,722, Company-paid health insurance premiums in the amount of $8,708 and personal use of the corporate aircraft of $32,376. The incremental cost of the personal use of the corporate aircraft was determined on a per-flight and/or hours-used basis based on variable costs associated with personal flight activity. The variable costs used in the calculation included fuel, crew compensation and travel, certain maintenance and repair expenses, related unoccupied positioning, or “deadhead,” flights, landing/parking and supplies.

Mr. Stuart’s all other compensation for 2022 includes matching contributions under the First Cash 401(k) Profit Sharing Plan of $7,625 and reimbursement for dues at a country club in the amount of $9,721.

Mr. Ramos’ all other compensation for 2022 includes matching contributions under the First Cash 401(k) Profit Sharing Plan of $7,625 and reimbursement for dues at a country club in the amount of $2,760.

(6)Excluding the performance-based award grant in January 2020 described in (3) above, total compensation earned by the CEO, COO and CFO for the year ended December 31, 2020 was $6,601,272, $2,825,848 and $2,713,514, respectively.

(7)Mr. Hambleton joined the Company in December 2021, in conjunction with the AFF Acquisition as the AFF president.



48


Grants of Plan-Based Awards for 2022

The following table provides information regarding individual grants of plan-based awards to the NEOs during 2022. Except as set forth below, there were no other grants of equity or non-equity awards to NEOs during 2022.

NameGrant
Date
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards (1)
Estimated Future Payouts
Under Equity Incentive Plan
Awards
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
Grant Date
Fair Value
of Stock
and Option
Awards (4)
$
Thresh-
old
($)
Target
($)
Maximum
($)
Thresh-
old
(#)
Target
(#)
Maximum
(#)
Wessel78,666 1,887,990 3,775,980 
Feb 4, 20226,204 49,631 74,447 3,671,056 
Feb 4, 202221,270 (2)1,484,221 
Stuart48,539 970,775 1,553,240 
Feb 4, 20222,152 17,219 25,829 1,273,625 
Feb 4, 20227,379 (2)514,907 
Orr45,191 903,825 1,446,120 
Feb 4, 20222,152 17,219 25,829 1,273,625 
Feb 4, 20227,379 (2)514,907 
Hambleton37,500 750,000 1,200,000 
Feb 4, 20229507,59611,394561,868 
Feb 4, 20223,256 (2)227,204 
RamosFeb 4, 20224,000 (3)279,120 

(1)Amounts represent threshold, target and maximum potential payouts of performance-based incentive compensation, which is described in the “Short-Term Incentive Compensation” section of the “Compensation Discussion and Analysis” above. The actual payouts awarded were $3,327,582, $1,414,905, $1,317,325 and 600,000 to Messrs. Wessel, Stuart, Orr and Hambleton, respectively, and such amounts are reflected in the “Summary Compensation Table” above.

(2)Time-based awards which cliff vest on December 31, 2024.

(3)Time-based award which vests in five equal annual installments and becomes fully vested in February 2027.

(4)Amounts represent the grant date fair value determined in accordance with FASB ASC Topic 718 of restricted stock awards granted, which are described in the “Long-Term Incentive Compensation” section of the “Compensation Discussion and Analysis” above. The grant date fair value of time-based restricted stock awards was based on the closing market price of the Company’s Common Stock on the date of grant multiplied by the number of restricted stock awards granted. The grant date fair value of performance-based restricted stock awards that may be earned based on achievement of certain performance measures was based on the closing price of the Company’s common stock on the date of grant and the probable outcome of performance-based conditions at the time of grant. The grant date fair value for performance-based restricted stock awards that may be earned based on relative TSR performance was determined using a Monte-Carlo simulation model.


49


Outstanding Equity Awards as of December 31, 2022

The following table provides information on the holdings of stock awards by the NEOs as of December 31, 2022. Each outstanding stock award is shown separately for each NEO.

Stock Awards
NameNumber of Shares
 or Units of Stock
 That Have Not
Vested
(#)
Market Value of
Shares or Units of
Stock That Have Not
Vested (1)
($)
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested (1)
($)
Wessel21,270 
(2)
1,848,576 43,427 
(4)
3,774,241 
14,715 
(3)
1,278,881 40,466 
(5)
3,516,900 
68,011 
(6)
5,910,836 
Stuart7,379 
(2)
641,309 15,066 
(4)
1,309,386 
5,094 
(3)
442,720 14,007 
(5)
1,217,348 
22,670 
(6)
1,970,250 
Orr7,379 
(2)
641,309 15,066 
(4)
1,309,386 
5,094 
(3)
442,720 14,007 
(5)
1,217,348 
22,670 
(6)
1,970,250 
Hambleton3,256 
(2)
282,979 6,647 
(12)
577,691 
Ramos4,000 
(7)
347,640 
3,200 
(8)
278,112 
2,400 
(9)
208,584 
1,200 
(10)
104,292 
200 
(11)
17,382 

(1)The market value of the unvested share awards is based on the closing price of the Company’s Common Stock as of December 31, 2022, which was $86.91.

(2)Restricted stock awards granted in 2022. Vesting is time-based with 100% scheduled to vest on December 31, 2024.

(3)Restricted stock awards granted in 2021. Vesting is time-based with 100% scheduled to vest on December 31, 2023.

(4)The 2022 restricted stock awards granted to the CEO, COO and CFO are eligible for performance-based vesting on December 31, 2024 upon the achievement of performance measures based on a three-year cumulative performance period ending December 31, 2024. The performance measures are defined as adjusted net income growth and relative TSR over the three-year cumulative period. Based on the Company’s achievement of the performance measures to date (through the year ended December 31, 2022), the awards pertaining to the adjusted net income performance measure are reflected at threshold payout and the awards pertaining to the TSR performance measure are reflected at maximum payout, in accordance with SEC guidance. If all of the performance measures for the 2022 performance-based restricted stock awards resulted in a maximum grant upon completion of the vesting period, the CEO would earn 74,447 shares and the COO and CFO would each earn 25,829 shares.

(5)The 2021 restricted stock awards granted to the CEO, COO and CFO are eligible for performance-based vesting on December 31, 2023 upon the achievement of performance measures based on a three-year cumulative performance period ending December 31, 2023. The performance measures are defined as adjusted net income growth, new store openings and relative TSR over the three-year cumulative period. Based on the Company’s achievement of the performance measures to date (through the year ended December 31, 2022), the awards pertaining to the adjusted net income performance measure are reflected at target payout, the awards pertaining to the new store openings performance measure are reflected at threshold payout and the awards pertaining to the TSR performance measure are reflected at maximum payout, in accordance
50


with SEC guidance. If all of the performance measures for the 2021 performance-based restricted stock awards resulted in a maximum grant upon completion of the vesting period, the CEO would earn 66,216 shares and the COO and CFO would each earn 22,921 shares.

(6)Two-thirds of the 2020 restricted stock awards granted to the CEO, COO and CFO are eligible for performance-based vesting on December 31, 2022 upon the achievement of performance measures based on a two-year cumulative performance period ending December 31, 2022. The performance measures are defined as adjusted net income growth and new store openings over the two-year cumulative period. The actual performance over the two-year cumulative performance period ended December 31, 2022 resulted in 43,202 shares earned for the CEO and 14,400 shares earned for the COO and CFO each, which were not issued until February 2023. See “Historical LTIP Grants and Performance” section above for further information.

The remaining one-third of the 2020 restricted stock awards granted to current NEOs are eligible for performance-based vesting on December 31, 2023 upon the achievement of a performance measure based on a three-year cumulative performance period ending December 31, 2023. The performance measure is defined as relative TSR over the three-year cumulative period. Based on the Company’s achievement of the performance measures to date (through the year ended December 31, 2022), the awards are reflected at maximum payout, in accordance with SEC guidance. If the performance measures for the relative TSR 2020 restricted stock awards resulted in a maximum grant upon completion of the vesting periods, the CEO would earn 24,809 shares and the COO and CFO would each earn 8,270 shares.

(7)Restricted stock award granted in 2022. Vesting is time-based with 20% scheduled to vest on February 4, 2023, 2024, 2025, 2026 and 2027.

(8)Restricted stock award granted in 2021. Vesting is time-based with 20% scheduled to vest on January 28, 2022, 2023, 2024, 2025 and 2026.

(9)Restricted stock award granted in 2020. Vesting is time-based with 20% scheduled to vest on January 28, 2021, 2022, 2023, 2024 and 2025.

(10)Restricted stock award granted in 2019. Vesting is time-based with 20% scheduled to vest on February 19, 2020, 2021, 2022, 2023 and 2024.

(11)Restricted stock award granted in 2018. Vesting is time-based with 20% scheduled to vest on January 30, 2019, 2020, 2021, 2022 and 2023.

(12)The 2022 restricted stock awards granted to the AFF president are eligible for performance-based vesting on December 31, 2024 upon the achievement of performance measures based on a three-year cumulative performance period ending December 31, 2024. The performance measures are defined as AFF segment EBITDA and relative TSR over the three-year cumulative period which are equally weighted. Based on the Company’s achievement of the performance measures to date (through the year ended December 31, 2022), the award pertaining to the AFF segment EBITDA performance measure is reflected at threshold payout and the award pertaining to the TSR performance measure is reflected at maximum payout, in accordance with SEC guidance. If the performance measures for the 2022 restricted stock awards resulted in a maximum grant upon completion of the vesting period, the AFF president would earn 11,394 shares.

Option Exercises and Stock Vested in 2022

The following table provides information for the NEOs regarding (i) the aggregate stock options exercised during 2022, including the number of shares acquired on exercise and the value realized, and (ii) the aggregate number of shares acquired upon the vesting of restricted stock awards and the value realized, each before the payment of any applicable withholding tax and broker commissions:

Stock Awards
Name
Number of
Shares Acquired
on Vesting (1)
Value Realized
on Vesting
$ (2)
Wessel— — 
Stuart— — 
Orr— — 
Hambleton— — 
Ramos2,600 180,642 

(1)Reflects the gross number of shares received upon the vesting of time-based and performance-based restricted stock awards.

(2)Value realized represents the value as calculated based on the price of the Company’s Common Stock on the vesting date.



51


Pay Versus Performance

As required by SEC rules, the Company is providing the following information about the relationship between “compensation actually paid” (as computed in accordance with SEC rules) to its Principal Executive Officer (“PEO”) and to its other NEO’s and certain financial performance of the Company for the most recently completed fiscal years:

Average
SummaryAverage
Compen-Compen-
sationsation
SummaryTableActuallyValue of Initial Fixed $100
Compen-Compen-Total forPaid toInvestment Based On:
sationsationNon-PEONon-PEOPeer GroupAdjusted
TableActually NamedNamedTotalTotalDiluted
Total forPaid toExecutiveExecutiveShareholderShareholderEarnings
PEO (1)
PEO (2)
Officers (3)
Officers (2) (3)
Return (4)
Return (4)
Net Income
Per Share (5)
Year$$$$$$$$
20229,836,835