| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers |
On November 15, 2022, CURO Group Holdings Corp. (the
“Company”) issued a press release announcing the resignation of Donald Gayhardt as Chief Executive Officer and a director of
the Company and the appointment of Douglas Clark as Chief Executive Officer and a director of the Company.
Effective November 15, 2022, Mr. Gayhardt resigned
from his position as Chief Executive Officer and as a member of the Company’s board of directors and certain subsidiaries of
the Company. The Company and Mr. Gayhardt are still discussing the terms of Mr. Gayhardt’s departure. There is
no disagreement, known to an executive officer of the Company, as defined in 17 CFR 240.3b-7, between the Company and Mr. Gayhardt
on any matter relating to the Company’s operations, policies or practices.
Effective November 15, 2022, the Company’s
board of directors appointed Mr. Clark as the Company’s Chief Executive Officer. Mr. Clark, 57, served as the Company’s
President of North America Direct Lending since June 2022, following the Company’s acquisition of SouthernCo, Inc. (d/b/a
Heights Finance) (“Heights Finance”) in December 2021. Mr. Clark joined Heights Finance in July 2020 to lead the integration
of Heights Finance and Southern Management Corporation. From 2015 to 2020, Mr. Clark was President and Chief Executive Officer at
Axcess Financial Services, Inc. and served as Chief Operating Officer from 2004 to 2015. Prior to Axcess Financial, Mr. Clark worked
with Chiquita Brands International in a variety of financial and operational roles from 1998 to 2004. Mr. Clark is a board member of
American Financial Services Association. Mr. Clark earned his bachelor’s degree in Finance from Xavier University.
In appointing Mr. Clark as a director, the board of
directors considered Mr. Clark’s breadth of experience, including 18 years of consumer finance experience leading diverse consumer
financial services companies and driving growth. The board of directors believes that Mr. Clark’s deep knowledge of the consumer
finance industry and its regulatory environment coupled with his extensive leadership experience and strategic insight qualifies him to
serve as a member of the Company’s board of directors.
There are no family relationships between Mr. Clark
and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to
be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Clark’s appointment as
Chief Executive Officer of the Company, the Company has entered into an Employment Agreement with Mr. Clark dated November 15, 2022, pursuant
to which Mr. Clark will serve as Chief Executive Officer. Pursuant to the Employment Agreement, Mr. Clark will receive an initial annual
base salary of $725,000 and his target annual incentive compensation will be 125% of his base salary. In addition, Mr. Clark will receive
a promotional grant under the Company’s 2017 Incentive Plan of 150,000 restricted stock units with a grant date of November 15,
2022, to vest ratably over four years. Mr. Clark also will be eligible to participate in the Company’s annual long-term incentive
program in the amount and form of equity as determined annually by the Company’s board of directors with an expected target award
of 400% of base salary.
Mr. Clark’s employment agreement
provides that if his employment is terminated by the Company without “cause” or by him for “good reason” (each
as defined in his employment agreement), subject to his execution and non-revocation of a customary release of claims in favor
of the Company, as well as his compliance with certain customary confidentiality, intellectual property, non-competition and employee
and customer non-solicitation restrictive covenants, he would be entitled to: (i) continued payment
of his base salary for a 12-month period; (ii) any bonus earned for a completed calendar year, but not yet paid, payable at such
times as bonuses are otherwise paid to executives; (iii) to the extent that the Board determines that the Company was on track to
meet the then-current calendar year short-term incentive targets as of his termination date and those targets are actually met for such
calendar year, a pro-rated portion of the short-term incentive award for the year of termination, payable at such times as bonuses are
otherwise paid to executives; and (iv) to the extent permitted by applicable law without any penalty to him or the Company and subject
to his election of COBRA continuation coverage under the Company’s group health plan, reimbursement of a percentage of Mr. Clark’s
monthly COBRA premium costs equal to the percentage of his health care premium costs covered by the Company as of the date of termination
(provided such reimbursement will cease if Mr. Clark becomes eligible to receive any other health benefits or if he ceases receiving
COBRA continuation coverage).
The foregoing description of Mr. Clark’s
compensation, terms and conditions of his employment is qualified in its entirety by the full text of Mr. Clark’s Employment
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
In addition, Mr. Clark has entered into
the Company’s standard form of indemnification agreement (see Exhibit 10.38 to our Annual Report on Form 10-K for
the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission on March 7, 2022).
Mr. Clark will not receive any compensation
for his service as a director of the Company.