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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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Effective October 24, 2019, CURO Group
Holdings Corp. (the “Company”) and its subsidiary CURO Management LLC (“CURO Management”) entered into
a new Employment and Non-Competition Agreement with each of Donald F. Gayhardt, Jr., President and Chief Executive Officer; Roger
Dean, Executive Vice President and Chief Financial Officer; William Baker, Executive Vice President and Chief Operating Officer;
Terry Pitman, Executive Vice President and Chief Information Officer; and Vin Thomas, Chief Legal Officer and Corporate Secretary.
The employment agreement of Mr. Gayhardt was approved by the Company’s Board of Directors (the “Board”) and the
employment agreements of the Company’s other executives were approved by the Company’s Compensation Committee.
Employment and Non-Competition Agreement
- Donald F. Gayhardt, Jr., Chief Executive Officer and President
Mr. Gayhardt’s Employment and Non-Competition
Agreement supersedes in its entirety the Employment and Non-Competition Agreement, dated as of January 1, 2017, and later amended
November 8, 2017, between Mr. Gayhardt and CURO Financial Technologies Corp., a subsidiary of the Company. Under the terms of his
new agreement, Mr. Gayhardt is entitled to: (1) receive an annual base salary of $782,800, (2) participate in the Company’s
annual short-term incentive program (“STIP”) with a target annual STIP award as determined annually by the full Board,
(3) participate in the Company’s long-term incentive compensation program, with the amount, form and vesting terms as determined
annually by the Board, (4) receive reimbursement for up to $25,000 annually of documented personal life insurance premiums paid
by him, (5) participate in the Company’s Non-Qualified Deferred Compensation Plan on terms consistent with other senior executives,
(6) receive reimbursement for one-half of the cost of his documented expenditures for private aircraft charters for flights taken
for legitimate business purposes, up to a maximum reimbursement of $125,000 per calendar year, (7) receive health, accident, disability,
life insurance and other fringe benefits on terms consistent with those available to other full-time, salaried executive employees
of the Company, (8) other customary benefits, including paid time off, and (9) reimbursement for documented reasonable business
expenses in accordance with Company policies.
Mr. Gayhardt’s employment will continue
until terminated in accordance with its terms. Mr. Gayhardt is entitled to certain benefits in the event that his employment is
terminated under specified circumstances. If Mr. Gayhardt’s employment is terminated by the Company without cause, or if
Mr. Gayhardt terminates his employment for “good reason” (as defined in the employment agreement), Mr. Gayhardt will
be entitled to receive (1) payment of his base salary, as in effect on the termination date, for a 24-month period following termination,
(2) any STIP award earned for a completed calendar year but not yet paid as of the termination date, (3) to the extent that the
Board determines that the Company was on track to meet the current calendar-year STIP targets as of the termination date and those
targets are actually met for such calendar year, a prorated portion of the STIP award for such year corresponding to the portion
of such year that elapsed prior to the termination date, and (4) to the extent permitted by applicable law without any penalty
to Mr. Gayhardt or the Company and subject to Mr. Gayhardt’s election of COBRA continuation coverage under the Company’s
group health plan, reimbursement of a percentage of Mr. Gayhardt’s monthly COBRA premium costs equal to the percentage of
Mr. Gayhardt’s health care premium costs covered by the Company as of the date of termination (provided that such reimbursement
payments will cease if Mr. Gayhardt becomes eligible to receive any other health benefits during the applicable COBRA continuation
period or ceases receiving COBRA continuation coverage).
Mr. Gayhardt’s employment agreement
contains customary confidentiality and assignment of invention provisions, as well as a customary non-competition and non-solicitation
covenant that applies for the duration of Mr. Gayhardt’s employment and for a period of 24 months after termination of employment.
Employment and Non-Competition Agreements
of Other Named Executive Officers
The new employment agreements for the Company’s
other named executive officers are substantially similar to those described for Mr. Gayhardt above except that (1) each named executive
officer’s salary and benefits upon termination of employment are specific to such named executive officer and (2) other than
Mr. Gayhardt, no other named executive officer is entitled to be reimbursed for personal life insurance premiums or for the cost
of private aircraft charters for business purposes. The salaries and benefits upon termination of employment for the named executive
officers other than Mr. Gayhardt are as follows:
Roger Dean, Executive Vice President
and Chief Financial Officer
Mr. Dean’s Employment and Non-Competition
Agreement supersedes in its entirety the Employment and Non-Competition Agreement, dated as of April 28, 2016, between Mr. Dean
and the Company. Under the terms of his new agreement:
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Mr. Dean is entitled to receive an annual base salary
equal to $471,328;
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In the event Mr. Dean’s employment is terminated
by the Company without cause, or if Mr. Dean terminates his employment for “good reason,” then Mr. Dean will be entitled
to receive payment of his base salary, as in effect on the termination date, for a 12-month period following termination.
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William Baker, Executive Vice President
and Chief Operating Officer
Mr. Baker’s Employment and Non-Competition
Agreement supersedes in its entirety the Employment and Non-Competition Agreement, dated as of March 5, 2016, between Mr. Baker
and the Company. Under the terms of his new agreement:
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Mr. Baker is entitled to receive an annual base salary
equal to $566,500; and
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In the event Mr. Baker’s employment is terminated
by the Company without cause, or if Mr. Baker terminates his employment for “good reason,” then Mr. Baker will be
entitled to receive payment of his base salary, as in effect on the termination date, for a 24-month period following termination.
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Terry Pittman, Executive Vice President
and Chief Information Officer
Mr. Pittman’s Employment and Non-Competition
Agreement supersedes in its entirety the Employment and Non-Competition Agreement, dated as of April 10, 2017, between Mr. Pittman
and the Company. Under the terms of his new agreement:
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Mr. Pittman is entitled to receive an annual base
salary equal to $434,969; and
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In the event Mr. Pittman’s employment is terminated
by the Company without cause, or if Mr. Pittman terminates his employment for “good reason,” then Mr. Pittman will
be entitled to receive payment of his base salary, as in effect on the termination date, for a 12-month period following termination.
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Vin Thomas, Chief Legal Officer and
Corporate Secretary
Mr. Thomas’s Employment and Non-Competition
Agreement supersedes in its entirety the Employment and Non-Competition Agreement, dated as of March 15, 2017, between Mr. Thomas
and the Company. Under the terms of his new agreement:
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Mr. Thomas is entitled to receive an annual base salary
equal to $374,850; and
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In the event Mr. Thomas’ employment is terminated
by the Company without cause, or if Mr. Thomas terminates his employment for “good reason,” then Mr. Thomas will be
entitled to receive payment of his base salary, as in effect on the termination date, for a 12-month period following termination.
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The foregoing descriptions of the Employment
and Non-Competition Agreements among the Company, CURO Management, and each named executive officer do not purport to be complete
and are qualified in their entirety by reference to the Employment and Non-Competition Agreements with each named executive officer,
which shall be attached as Exhibits to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending September
30, 2019.