CURO CURO Group Holdings Corp

PROXY STATEMENT

We are furnishing this Proxy Statement and enclosed proxy card to you in connection with the solicitation of proxies by our Board of Directors ("Board") for use at our 2020 annual meeting of stockholders (the "Annual Meeting").

Information About the Proxy Materials and our Annual Meeting

Q:

Why did I receive these materials?

A:

Our Board is providing these proxy materials to you in connection with its solicitation of proxies for use at the Annual Meeting, which will take place at www.virtualshareholdermeeting.com/CURO2020 at 3:00 p.m. EDT. You are invited to virtually attend the Annual Meeting and are requested to vote upon the proposals described in this Proxy Statement.

Q:

What information is contained in these materials?

A:

The information in this Proxy Statement relates to the proposals to be voted upon at the Annual Meeting, the voting process, the compensation of directors and named executive officers and certain other important information. Our Annual Report to Stockholders for the year ended December 31, 2019, which includes our audited consolidated financial statements for the years ended December 31, 2019, 2018 and 2017, is included in these proxy materials. Your proxy, which you may use to vote, is also enclosed.

Q:

Who may vote?

A:

You may vote at the Annual Meeting or by proxy if you were a stockholder of record at the close of business on April 13, 2020. Each stockholder is entitled to one vote per share on each matter presented. As of April 13, 2020, there were 40,779,447 shares of our common stock outstanding.

Q:

What proposals am I voting on at the Annual Meeting?

A:

There are four proposals scheduled to be voted on at the Annual Meeting:

•

election of three director nominees named in this Proxy Statement for three-year terms expiring in 2023;

•

approval of a proposed amendment to our Certificate of Incorporation, as amended ("Certificate"), to declassify our Board and to provide for the annual election of directors (the "declassification proposal");

•

advisory resolution approving the compensation of our named executive officers; and

1

Table of Contents

•

ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020.

In addition, we will consider and vote upon such other business as may properly come before the Annual Meeting. We are not currently aware of any other matters to be considered and voted on at the Annual Meeting.

Q:

How does CURO's Board recommend that I vote?

A:

Your Board recommends that you vote your shares "FOR" each of the named director nominees; "FOR" the declassification proposal; "FOR" the advisory resolution approving the compensation of our named executive officers; and "FOR" ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020.

Q:

How can I vote my shares?

A:

If you are a stockholder of record, you may vote your shares (i) on the Internet before the Annual Meeting; (ii) by telephone; (iii) by mail; or (iv) by attending the Annual Meeting virtually and voting online.

If you are the beneficial owner of our common stock held in street name, you may vote your shares by giving your nominee your voting instructions (i) on the Internet before the Annual Meeting; (ii) by telephone; (iii) by mail; or (iv) by attending the Annual Meeting virtually and voting online if you obtain a signed proxy from the record holder giving you the right to vote the shares. Please contact your broker, bank or other nominee for instructions on obtaining a proxy.

Q:

What is the difference between holding common stock as a holder of record and as a beneficial owner?

A:

Record holder of common stock. If you hold common stock directly in your name with our transfer agent, you are considered the stockholder of record of the common stock, and the proxy materials were sent directly to you.

Beneficial owner of common stock. If you hold common stock in an account at a broker, bank or other nominee, then you are the beneficial owner of the common stock, and the proxy materials were sent either directly to you or were forwarded to you by your nominee. The nominee holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account.

Q:

If I am a stockholder of record and return my proxy, but do not provide voting instructions, how will my shares be voted?

A:

If you specify a choice, your proxy will be voted as specified. If you return a signed proxy but do not specify a choice, your shares will be voted "FOR" each of the named director nominees; "FOR" the declassification proposal; "FOR" the advisory resolution approving the compensation of our named executive officers; and "FOR" ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020. In all cases, your proxy will be voted in the discretion of the individuals named as proxies on the proxy card with respect to any other matters that may come before the Annual Meeting.

2

Table of Contents

Q:

What are broker non-votes and what effect do they have on the proposals?

A:

Generally, broker non-votes occur when shares held by a broker in "street name" for a beneficial owner are not voted with respect to a particular proposal because (i) the broker has not received voting instructions from the beneficial owner and (ii) the broker lacks discretionary voting power to vote those shares.

If you do not vote your proxy and your shares are held in street name, your brokerage firm may either vote your shares on routine matters or leave your shares unvoted. On non-routine matters, if the brokerage firm has not received voting instructions from you, the brokerage firm cannot vote your shares on that proposal, which is considered a "broker non-vote." Broker non-votes will be counted for purposes of establishing a quorum to conduct business at the Annual Meeting. The proposal for the ratification of the appointment of our independent registered public accounting firm is routine. The other three proposals in this Proxy Statement are non-routine. Accordingly, brokers that do not receive instructions will be entitled to vote on the ratification of the appointment of our independent registered public accounting firm at the Annual Meeting, but may not vote on the election of directors, the declassification proposal or on the advisory resolution approving the compensation of our named executive officers. Therefore, we encourage you to sign and return your proxy, with voting instructions, before the Annual Meeting so that your shares will be represented and voted at the meeting even if you cannot attend.

Q:

Can I change my mind after I vote?

A:

You may revoke your proxy at any time before it is exercised by delivering written notice of revocation to our Corporate Secretary or by attending and voting at the Annual Meeting.

Q:

What is the quorum requirement for the Annual Meeting?

A:

The presence online at the Annual Meeting or by proxy of the holders of a majority of the shares entitled to vote at the Annual Meeting is necessary to constitute a quorum. If a registered stockholder indicates on his or her proxy card that the stockholder wishes to abstain from voting, or a beneficial owner instructs its bank, broker or other nominee that the stockholder wishes to abstain from voting, these shares are considered present and entitled to vote at the Annual Meeting. These shares will count toward determining whether or not a quorum is present.

Q:

What is the voting requirement to approve each of the proposals?

A:

The following table describes the voting requirement for each proposal:

3

Table of Contents

Q:

What happens if a director does not receive a majority of the votes cast?

A:

If a director does not receive a majority of the votes cast, he or she is required to promptly deliver his or her resignation to the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the resignation, taking into account the Nominating and Corporate Governance Committee's recommendation, and publicly disclose its decision regarding the resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. The director who delivers his or her resignation will not participate in the recommendation of the Nominating and Corporate Governance Committee or the decision of the Board with respect to his or her resignation. If such director's resignation is not accepted by the Board, the director will continue to serve until the next annual meeting of stockholders and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director's resignation is accepted by the Board, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of our Certificate.

Q:

What happens if other business is transacted at the Annual Meeting?

A:

Management does not know of any business to be transacted at the Annual Meeting other than the matters described in this Proxy Statement. However, if any other matters do properly come before the Annual Meeting, it is intended that the shares represented by the proxies in the accompanying form will be voted by the proxy holders as recommended by the Board or, if no recommendation is given, in accordance with the best judgment of the person voting the proxies.

4

Table of Contents

Q:

What does it mean if I receive more than one proxy or voting instruction card?

A:

It means that your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy cards you receive.

Q:

Where can I find the voting results of the Annual Meeting?

A:

We will announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K within four business days after the date of the meeting.

Q:

Why does this year's Proxy Statement include less information than the Company's previous proxy statements?

A:

The Company is now a "smaller reporting company" as this term is defined by the rules of the Securities and Exchange Commission ("SEC"). These rules allow the Company to tailor its disclosure in this Proxy Statement and other annual and periodic reports to reduce costs. The Company has chosen to comply with the scaled disclosure requirements for this Proxy Statement available to smaller reporting companies and, as a result, the Company is not required to provide, among other things, Compensation Discussion and Analysis and certain other tabular and narrative disclosures relating to executive compensation.

Q:

Who can help answer my questions?

A:

If you have questions concerning a proposal or the Annual Meeting, if you would like additional copies of this Proxy Statement, please contact our Corporate Secretary at: (316) 722-3801 or by mail at: c/o CURO Group Holdings Corp., 3527 North Ridge Road, Wichita, Kansas 67205. In addition, information regarding the Annual Meeting is available via the Internet at https://ir.curo.com/proxy-statement-2020.

CORPORATE GOVERNANCE

Highlights of Enhancements to Governance Matters in 2020

As part of its ongoing commitment to effective corporate governance, our Board regularly reviews the Company's corporate governance practices to ensure that they are aligned with developments in the Company's business, changes in regulations and exchange listing requirements and continually evolving best practices in corporate governance. In conducting this review, the Board, with input from the Nominating and Corporate Governance Committee, considers corporate trends, peer practices, the views of institutional stockholders and the guidelines of proxy advisory firms.

In April 2020, our Board made several important enhancements to the Company's corporate governance structure:

•

appointment of a Lead Independent Director, who will help lead our Board alongside our Executive Chairman and provide an independent oversight role as well as an independent point of contact for stockholders to raise issues;



•

establishment of a standalone Risk and Compliance Committee to be chaired by an independent Board member who is an experienced risk management executive and chief compliance officer with more than 30 years of experience in the financial services industry. The establishment of this committee and appointment of such an experienced Chairperson underscore the Company's intense focus on its compliance culture and commitment to its customers; and



•

initiation of a process to declassify our Board and to provide for the annual election of directors, as described in "Proposal 2–Approval of the Declassification Proposal."

5

Table of Contents

Board and Committee Membership and Meetings

Our stockholders elect directors to serve on our Board to oversee the management of our Company. The Board delegates authority to the Chief Executive Officer and other executive officers to pursue the Company's mission and oversees the Chief Executive Officer's and executive officers' conduct of our business. In addition to its general oversight function, the Board has additional responsibilities including:

•

reviewing and approving the Company's key operational and financial objectives and strategic business plans and monitoring implementation of those plans and the Company's success in meeting identified objectives;



•

approving the Company's annual corporate budget and major capital expenditures and purchase commitments;



•

overseeing the Company's risk management and mitigation activities;



•

selecting, evaluating and compensating the Chief Executive Officer and leading Chief Executive Officer succession planning;



•

providing advice and oversight regarding the selection, evaluation, development and compensation of executive officers; and



•

assessing whether adequate policies and procedures are in place to safeguard the integrity of our business operations and financial reporting and to promote compliance with applicable laws and regulations.

During 2019, our Board of Directors held 10 meetings. In 2019, each director attended the 2019 annual meeting of stockholders in person and all directors attended at least 75% of the meetings of the Board and the committees on which they served.

In addition to regular meetings of the Board and committees, the non-employee directors hold regularly-scheduled executive sessions at which no members of management are present. At each executive session, the directors choose one of our non-employee directors to preside over such session. "Non-employee" directors mean those directors who are not executive officers, and includes directors who are not independent by virtue of a material relationship, former status or family membership, or for any other reason. Following appointment of Chris Masto as our Lead Independent Director in April 2020 as described in "—Board Leadership Structure" below, Mr. Masto will lead these executive sessions. The Board will also hold other regular meetings at any time as may be determined from time-to-time by resolution of the Board.

In 2019, we had three standing committees of the Board: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. In April 2020, the Board approved a fourth standing committee: the Risk and Compliance Committee. Members of each committee are appointed by the Board and the authority, duties and responsibilities of each committee are governed by written charters approved by the Board. These charters can be found in the "Corporate Governance" section on the Investors page of our website at www.curo.com.

The Board has determined that all members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are independent as defined by listing standards of the New York Stock Exchange ("NYSE") and each Audit Committee member satisfies the NYSE "financial literacy" requirement. In addition, the Board has determined that Messrs. Williams and Kirchheimer are "audit committee financial experts" under SEC rules. As required by its charter, a majority of the members of the recently-established Risk and Compliance Committee are independent as defined by NYSE listing standards.

6

Table of Contents

As of December 31, 2019, the membership for each of the standing committees was as follows:

Following the establishment of the Risk and Compliance Committee in April 2020, the current membership for each of the standing committees is as follows:

Audit Committee

The Audit Committee met 17 times in 2019. The responsibilities of the Audit Committee include, among other things:

•

appointing, reviewing and approving the compensation, retention and termination of the independent registered public accounting firm engaged to audit our financial statements;



•

helping to ensure the independence of and overseeing the performance of the independent registered public accounting firm;



•

reviewing and pre-approving audit and non-audit services and fees;



•

reviewing reports and communications from the independent registered public accounting firm;



•

reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews and the reports and certifications regarding disclosure controls and procedures;



•

preparing the Audit Committee report that the SEC requires be included in an annual proxy statement;



•

assisting the Board in overseeing our internal audit function;



•

reviewing and overseeing related-party transactions; and



•

establishing and maintaining procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, auditing matters or federal and state rules and regulations, and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

7

Table of Contents

Compensation Committee

The Compensation Committee met 10 times in 2019. The responsibilities of the Compensation Committee include, among other things:

•

assisting the Board in discharging its responsibilities relating to executive compensation and fulfilling its responsibilities relating to our compensation and benefit programs and policies;



•

overseeing the overall compensation structure, policies and programs, and assessing whether the compensation structure establishes appropriate incentives for executive officers and employees;



•

administering and making recommendations with respect to our incentive compensation plans, including equity-based incentive plans;



•

reviewing and approving the compensation of our executive officers, including bonuses and equity compensation;



•

reviewing and approving the performance objectives for executive officers, evaluating the performance of such executive officers in light of these objectives and approving the compensation of the executive officers based on the evaluation (other than for the Chief Executive Officer, whose compensation is recommended by the Compensation Committee for approval by the Board);



•

reviewing and discussing with management our executive compensation and related disclosures required by the rules of the SEC and recommending to the Board whether such disclosures should be included in our annual proxy statement;



•

reviewing and recommending employment agreements and severance arrangements for executive officers, including change in control provisions, as applicable;



•

reviewing the compensation of directors for service on the Board and committees and making recommendations to the Board regarding such compensation; and



•

engaging, determining compensation for and overseeing the work of any consultants and advisors retained by the Compensation Committee and overseeing compliance with applicable requirements relating to the independence of such consultants or advisors.

See the "Executive Compensation" section below for more information regarding the Compensation Committee's processes and procedures.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee met four times in 2019. The responsibilities of the Nominating and Corporate Governance Committee include, among other things:

•

assisting the Board in fulfilling its responsibilities on matters and issues related to our corporate governance practices;



•

in conjunction with the Board, establishing qualification standards for membership on the Board and its committees;



•

leading the search for individuals qualified to become members of the Board, reviewing the qualifications of candidates for election to the Board and assessing the contributions and independence of incumbent directors eligible to stand for re-election to the Board;



•

selecting and recommending to the Board the nominees for election or re-election by the stockholders at the annual meetings, and selecting and recommending to the Board individuals to fill vacancies and newly-created directorships on the Board;

8

Table of Contents

•

developing and recommending to the Board corporate governance guidelines, reviewing the guidelines on an annual basis and recommending any changes to the guidelines as necessary;



•

annually reviewing and making recommendations to the Board concerning the structure, composition and functioning of the Board and its committees and recommending to the Board directors to serve as committee members and chairpersons;



•

reviewing directorships in other public companies held by or offered to directors;



•

developing and recommending to the Board for its approval an annual self-evaluation process for the Board and its committees and overseeing the evaluation process; and



•

reviewing reports on all matters generally relating to corporate governance.

Risk and Compliance Committee

The Risk and Compliance Committee was established and its first meeting occurred in April 2020. The responsibilities of the Risk and Compliance Committee include assisting the Board in its oversight function with respect to:

•

overseeing the development and implementation of systems and processes designed to identify, manage and mitigate reasonably foreseeable material risks to the Company;



•

reviewing and assessing insurance coverages maintained by the Company;



•

assisting the Board and the other Board committees in fulfilling their oversight responsibilities for the risk management function of the Company;



•

reviewing with management the operating environment to assess and monitor material risks and to ensure that appropriate actions are taken to manage risk exposure, including risk related to operational risk, insurance risk, strategic risk, risk related to business disruption and continuity, reputational risk, compliance risk and legal and regulatory risk;



•

assisting the Board in overseeing the Company's compliance management system, and overseeing management's identification and evaluation of the Company's principal legal, legislative and regulatory compliance risks;



•

ensuring that the Company has an effective compliance program reasonably designed to achieve compliance with the laws, regulations and internal policies applicable to the Company's business;



•

overseeing commitment to the Company's compliance management system;



•

ensuring the effectiveness of the Company's change management processes, including responding timely and satisfactorily to any variety of change, internal or external, to the Company;



•

monitoring the legal, legislative and regulatory risks facing the Company and its subsidiaries, and ensuring there are appropriate policies, procedures and controls to identify and mitigate same, including implementation of corrective action undertaken as such issues are identified; and



•

engaging in such activities as it deems necessary or appropriate in connection with the foregoing, including communicating and coordinating with the Audit Committee on matters that are addressed at the Risk and Compliance Committee that warrant consultation with the Audit Committee.

9

Table of Contents

Corporate Governance Guidelines

We are committed to the highest level of corporate governance, and, to further its commitment, the Board has adopted Corporate Governance Guidelines to assist our Board in fulfilling its responsibilities to stockholders and providing a framework for the Board's oversight responsibilities regarding our business. The Corporate Governance Guidelines outline the general duties and functions of the Board and management and set forth general principles regarding Board composition and qualities, independence, Board meetings and responsibilities, Board committees and annual performance evaluations for the Board and committees. Our Corporate Governance Guidelines are dynamic and have been developed and revised to reflect changing laws, regulations and good corporate governance practices.

The following is a summary of certain of our policies and guidelines relating to corporate governance. You may access complete current copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, Nominating and Governance Committee Charter and Risk and Compliance Committee Charter in the "Corporate Governance" section on the Investors page of our website at www.curo.com. Each of these is also available in print to any stockholder upon request to our Corporate Secretary.

Identification and Evaluation of Director Candidates

The Board prides itself on its ability to recruit and retain directors who have a diversity of experience, who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who are effective (in conjunction with the other members of the Board) in collectively serving the long-term interests of our stockholders.

The Nominating and Corporate Governance Committee acts as the Board's nominating committee and all of its members are independent as defined by NYSE rules. The Nominating and Corporate Governance Committee seeks individuals qualified to become directors and recommends candidates for all director openings to the full Board. For a discussion of membership criteria and how the Board seeks to achieve diversity in Board membership and to attract directors with a broad range of skills, expertise, knowledge and contacts to benefit our business, see "Proposal 1—Election of Directors." The Nominating and Corporate Governance Committee considers director candidates in anticipation of upcoming director elections and other potential or expected Board vacancies.

The Nominating and Corporate Governance Committee considers director candidates suggested by directors, executive officers and stockholders and evaluates all nominees for director in the same manner. Stockholders may recommend individual nominees for consideration by the Nominating and Corporate Governance Committee by complying with the requirements described below in "Stockholder Nominations." From time-to-time, the Nominating and Corporate Governance Committee may retain a third party search firm to identify director candidates and has sole authority to select the search firm and approve the terms and fees of any director search engagement. After our Nominating and Corporate Governance Committee makes its recommendations to the Board, the Board has final authority on determining the selection of director candidates for nomination to the Board.

Stockholder Nominations

Stockholders who wish to recommend nominees for consideration by the Nominating and Corporate Governance Committee must submit their nominations in writing to our Corporate Secretary. Submissions must include sufficient biographical information concerning the recommended individual, including age, five-year employment history with employer names and a description of the employer's business, whether such individual can read and comprehend basic financial statements and other board memberships, if any, held by the recommended individual. The submission must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected

10

Table of Contents

by the stockholders. The Nominating and Corporate Governance Committee may consider such stockholder recommendations when it evaluates and recommends nominees to the full Board for submission to the stockholders at each annual meeting. Stockholder nominations made in accordance with these procedures and requirements must be addressed to the attention of Corporate Secretary, CURO Group Holdings Corp., 3527 North Ridge Road, Wichita, Kansas 67205.

In addition, stockholders may nominate directors for election without consideration by the Nominating and Corporate Governance Committee. Any stockholder may nominate an individual by complying with the eligibility, advance notice and other provisions set forth in our Bylaws. A written notice of nomination must be received by our Corporate Secretary at our executive offices in Wichita, Kansas, not less than 90 nor more than 120 days prior to the first anniversary of the preceding year's annual meeting, except in certain circumstances. For purposes of our annual meeting to be held in 2021, such notice must be received not later than March 11, 2021 and not earlier than February 9, 2021. You should address any stockholder nomination to the attention of Corporate Secretary, CURO Group Holdings Corp., 3527 North Ridge Road, Wichita, Kansas 67205 and include the information and comply with the requirements set forth in our Bylaws. Our Bylaws provide that any notice of nomination for director must describe various matters regarding the nominee and the stockholder including, among other things, the name, address, class and number of our shares that are owned beneficially and of record, any relevant agreements, arrangements or understandings between the stockholder and any affiliates or associates, and any arrangements having the effect of mitigating a decrease in our share price or affecting the voting power of the stockholder, including derivative positions.

Our Bylaws contain specific eligibility requirements that each nominee for director must satisfy. Each nominee must:

•

complete and return a written questionnaire with respect to the background and qualifications of such nominee and the background of any other person or entity on whose behalf the nomination is being made; and



•

provide a written representation and agreement that the nominee would comply with applicable law and our policies and guidelines if elected as a director and that the nominee is not and will not become a party to: (i) any voting commitment that has not been disclosed to us or that could limit the nominee's ability to comply with applicable fiduciary duties; and (ii) any agreement, arrangement or understanding with any person or entity other than us regarding indirect compensation, reimbursement or indemnification in connection with service as a director.

Board Leadership Structure

Our Board believes that there is no single, generally-accepted approach to providing board leadership and that given the dynamic and competitive environment in which we operate, the right board leadership structure may vary as circumstances warrant. Our Board makes the decision regarding leadership structure based on its evaluation of the experience, skills and personal interaction between persons in leadership roles as well as the needs of our Company at any point in time. The Board periodically reviews its leadership structure to ensure that it remains the optimal structure for our Company and our stockholders.

Doug Rippel is our Executive Chairman and Donald Gayhardt is our Chief Executive Officer. Beginning in April 2020, the Board appointed Chris Masto as our Lead Independent Director. As Chairman, Mr. Rippel leads the Board in its role to provide general oversight of strategic planning for the Company and to provide guidance and support for the Chief Executive Officer. Further, Mr. Rippel sets the agenda for and presides over meetings of the Board. Mr. Masto serves as a liaison between the independent directors and management, chairing executive sessions of the non-employee and

11

Table of Contents

independent directors and consulting with the Executive Chairman and Chief Executive Officer on board agendas and meeting materials. As Chief Executive Officer, Mr. Gayhardt is responsible for developing and executing the corporate strategy, as well as for overseeing the day-to-day operations and performance of the Company.

The Board believes that separating the roles of Executive Chairman and Chief Executive Officer and naming a Lead Independent Director represents an appropriate allocation of roles and responsibilities at this time given, among other things, the benefits of Mr. Rippel's experience and tenure (both as a founder, former executive and director) with the Company. Mr. Gayhardt is well-positioned as the leader to develop and execute the Company's corporate strategy and is free to focus on day-to-day challenges and opportunities. Further, the Board believes that it was the appropriate time to name Mr. Masto as Lead Independent director, given the growth of the Company and the development of the Board since its initial public offering and the depth of Mr. Masto's experience in terms of governance and leadership.

We believe this separation of responsibility is appropriate to provide separate Board oversight of and direction for the Company's executive leadership team, led by Mr. Gayhardt. Further, the Company believes that having a separate Executive Chairman and a Lead Independent Director provides for more effective monitoring and objective evaluation of the Chief Executive Officer's performance, which enables more direct accountability for the Chief Executive Officer's performance.

Independence

The Board annually assesses the independence of all directors. No director qualifies as "independent" unless the Board affirmatively determines that the director is independent under the listing standards of NYSE. Our Corporate Governance Guidelines require that a majority of our directors be independent. Our Board believes that the independence of directors and committee members is important to assure that the Board and its committees operate in the best interests of the stockholders and to avoid any appearance of conflict of interest.

Under NYSE standards, our Board has determined that the following seven directors are independent: Andrew Frawley, David Kirchheimer, Chris Masto, Gillian Van Schaick, Elizabeth Webster, Dale E. Williams and Karen Winterhof. Mr. Gayhardt is not independent because he currently serves as our President and Chief Executive Officer. Messrs. Faulkner, McKnight and Rippel are not independent because they previously served as officers of the Company.

In making these determinations, our Board considered the relationships that each non-employee director has with CURO and all other facts and circumstances our Board deemed relevant in determining their independence.

Board and Committee Self-Assessment Process

Our Board conducts an annual self-assessment process designed to ensure it is performing effectively and to identify opportunities for improvement. As part of this annual self-assessment, each director evaluates the performance of the Board and any committee on which he or she serves through the use of a confidential survey, which seeks input across a number of dimensions. In addition, to enhance individual accountability, directors are encouraged to anonymously review the performance of their fellow directors. The Nominating and Corporate Governance Committee oversees the design and implementation of this assessment process and reviews the results with the Board to help identify opportunities for improvement. Committee chairpersons review their committee self-assessments with their respective committee members and discuss them with the Board. The Chairperson of the Nominating and Corporate Governance Committee, an independent director, reviews the individual director assessments and, working with our Chief Legal Officer, conducts individual director interviews. In addition, the Nominating and Corporate Governance Committee develops and implements

12

Table of Contents

guidelines for evaluating all directors standing for nomination and re-election and oversees the evaluation of such nominees.

Diversity

Our stockholders are better served when there is diversity of education, skill, age, experience, background, expertise and outlook on our Board. Our Corporate Governance Guidelines express the belief that diversity, including differences in background, qualifications and personal characteristics, is important to our Board's oversight function. Our Board prides itself on its ability to recruit and retain directors who have the highest personal and professional integrity, have demonstrated exceptional ability and judgment and effectively serve our stockholders' long-term interests. We seek to achieve an appropriate level of diversity in the membership of our Board and to assemble a broad range of skills, expertise, knowledge and contacts to benefit our business. The Nominating and Corporate Governance Committee and the full Board annually assess the current make-up of the Board, considering diversity across many dimensions, including gender, race, age, industry experience, functional areas (e.g., finance, compliance, technology, etc.), geographic scope, public and private company experience, academic background and director experience in the context of an assessment of the current and expected needs of the Board. The Nominating and Corporate Governance Committee reviews director candidates based on the Board's needs as identified through this assessment and other factors, including their relative skills and characteristics, their exemplification of the highest standards of personal and professional integrity, their independence under listing standards of NYSE, their potential contribution to the composition and culture of the Board and their ability and willingness to actively participate in the Board and committee meetings and to otherwise devote sufficient time to their Board duties. In particular, the Nominating and Corporate Governance Committee and the Board believe that sound governance of our Company in an increasingly complex marketplace requires a wide range of viewpoints, backgrounds, skills and experiences. The Board believes that having such diversity among its members enhances the Board's ability to make fully informed, comprehensive decisions. In 2018 and 2019, the Company engaged in a director search process which sought candidates with diverse characteristics, with a particular focus on recruiting highly-skilled women with relevant experience to our Board. This search process resulted in the addition of two new independent directors to our Board in 2019, both of whom are women who bring deep and varied experience and insight to our Board.

The Board's Role in Risk Management

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legislative, legal and compliance and reputational. We have designed and implemented processes to manage risk in our operations. While risk management is primarily the responsibility of our management team, our Board is responsible for the overall supervision of our risk management activities. The Board implements its risk oversight function both at the full Board level and through delegation to various committees. These committees meet regularly and report back to the full Board.

The Audit Committee has primary oversight responsibility for financial reporting with respect to our major financial exposures and the steps management has taken to monitor and control such exposures and it also oversees our procedures for the receipt, retention and treatment of complaints relating to accounting and auditing matters. The Compensation Committee oversees risks relating to our compensation plans and programs. The Nominating and Corporate Governance Committee regularly reviews our governance structure, practices and policies to improve governance of our Company and our engagement efforts with our stockholders with a goal to promote the long-term interests of our stockholders. The Board also established a Risk and Compliance Committee in April 2020 to oversee systems and processes to identify, manage and mitigate material risks to the Company and to oversee

13

Table of Contents

regulatory, legislative and compliance matters. The Risk and Compliance Committee also assists the other committees in fulfilling their responsibilities for risk management.

Management provides updates to the respective committees regarding the management of the risks they oversee and each of these committees reports on risk to the full Board at regular meetings of the Board. The Board periodically reviews the allocation of risk responsibility among the Board's committees and implements any changes that it deems appropriate. As noted above, the Board established the standalone Risk and Compliance Committee in April 2020 as a means to provide greater director emphasis on the risks and compliance matters inherent in the Company's business. In addition to the reports from the committees, the Board receives presentations from various department leaders that include discussion of significant risks as appropriate. At Board meetings, the Executive Chairman, Lead Independent Director and Chief Executive Officer address, in a director-only session, matters of particular importance or concern as they arise, including any significant areas of risk that require Board attention. Additionally, through sessions focusing on corporate strategy, the full Board reviews in detail the Company's short- and long-term strategies, including consideration of significant risks facing us and how the risks could impact our business.

The Vice President of Internal Audit updates the Audit Committee regarding the Company's risk analyses and assessments and risk mitigation strategies and activities as it relates to audit planning and completed audits. The Vice President of Internal Audit also prepares an annual compensation risk analysis for the Compensation Committee, which outlines materials risks of our compensation plans and programs and any mitigating factors.

We believe that our approach to risk oversight optimizes our ability to assess inter-relationships among the various risks, make informed cost-benefit decisions and approach emerging risks in a proactive manner. We also believe that our risk structure complements the current leadership structure of our Board, as it allows our directors, through the four standing Board committees, to exercise effective oversight of the actions of management in identifying risks and implementing effective risk management policies and controls.

We conducted a risk assessment of our 2019 compensation plans and programs to identify potential risks associated with the design of the plans and programs and assess the controls in place to mitigate risks, if any, to an acceptable level. Based on this assessment, management has concluded that our compensation plans and programs do not contain risks that are reasonably likely to cause a material adverse effect on us. We evaluated each plan and program independently and as part of our overall compensation framework. In general, our compensation plans and programs:

•

are well documented, appropriately communicated, consistently applied and reviewed annually by the Compensation Committee;



•

are based on both individual performance and Company performance metrics that are tied to the strategic objectives of the Company;



•

balance short- and long-term rewards, with compensation capped at levels consistent with industry standards;



•

do not encourage excessive risk taking, do not focus on short-term gains rather than long-term value creation, do not reward circumvention of controls or do not contain unrealistic goals and/or targets; and



•

are compared to industry standards and peer companies on an on-going basis by both our internal compensation department as well as the Compensation Committee's independent compensation consultant and amended periodically to maintain consistency with market practices.

14

Table of Contents

Based on these factors, the absence of any identified incentives for risk-taking above the level associated with our business model, the involvement of our independent Compensation Committee and our overall culture and control environment, we have concluded our compensation plans do not promote excessive risk taking.

Stock Ownership Guidelines for Directors and Executive Officers

The Board believes that directors and executive officers should have a significant financial stake in our Company to align their interests with those of our stockholders. In that regard, the Board adopted stock ownership guidelines that require directors and executive officers to own a specified value of our common stock granted to them in connection with their service to the Company. The stock ownership guidelines are further described below in "Non-Employee Director Compensation—Stock Ownership Guidelines for Non-Employee Directors" and "Executive Compensation—Narrative to Summary Compensation Table—Stock Ownership Guidelines."

Code of Business Conduct and Ethics and Ethics Hotline

Our Code of Business Conduct and Ethics covers our directors, officers (including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer) and employees and satisfies the requirements for a "code of ethics" within the meaning of SEC rules. A copy of the code is posted in the "Corporate Governance" section on the Investors page of our website at www.curo.com. The code is available in print to any person without charge, upon request sent to our Corporate Secretary at CURO Group Holdings Corp., 3527 North Ridge Road, Wichita, Kansas 67205. We will disclose, in accordance with all applicable laws and regulations, amendments to, or waivers from, our Code of Business Conduct and Ethics. We did not grant any such waiver in 2019.

Any suggestions, concerns or reports of misconduct at our Company or complaints or concerns regarding our financial statements and accounting, auditing, internal control and reporting practices can be reported by submitting a report through our third-party Ethics Hotline, which can be accessed by clickling "Ethics Hotline" in the "Corporate Governance" section on the Investors page of our website at www.curo.com (anonymously, if desired) or by calling our third-party provider, Issuer Direct Corporation, at (800) 916-7037.

Environmental and Social Responsibility

Through responsible, sustainable business practices and our commitment to giving back, we care for the communities where we live and operate our business. We also believe that sound corporate citizenship and attention to governance and environmental principles are essential to our success and creating long-term value for our stockholders. We are committed to making a positive impact on the environment and the communities where our customers and employees live and work.

We intimately understand that environmental, social and governance issues affect our business, operations, customers and other stakeholders. To deliver on our mission of helping our customers achieve their financial goals, we have created and vigorously protect our culture. Living by our values starts at the top and every teammate is expected to treat fellow employees and our customers with honesty, respect, humility and integrity.

Our focus on responsible, sustainable business practices enables us to have a positive impact on the communities and broader environment where we live and work, both through our core business and beyond. Our commitment is simple—to act responsibly by giving back to our communities and mitigating our impact on the environment. It is a concept that is at the heart of our Company's 20-plus year history and that has been carried through to our mission today.

15

Table of Contents

Below are some of the ways in which we demonstrated our commitment to and made progress toward reducing our environmental impact, encouraging employee engagement and practicing responsible governance in 2019.

In light of the COVID-19 pandemic and its unprecedented impact on the communities in which we live and operate our business, we have taken a number of decisive actions to help our employees and customers. Please see the letter from Don Gayhardt, our President and Chief Executive Officer, in our Annual Report to Stockholders for the year ended December 31, 2019, included with these proxy materials, for information on the steps we have taken to have a positive impact on the communities in which we live and work.

Environmental

With a footprint of over 400 branches across North America, we believe environmental sustainability is an important responsibility. We proactively seek out opportunities to reduce our carbon footprint and improve operating efficiencies. The following is a summary of our energy consumption reduction and sustainability initiatives:

•

Over the past three years, we have replaced 150 HVAC units, with another 65 units scheduled for replacement in 2020. By the end of 2020, we expect that over 25% of our fleet will be less than five years old, with each new unit reducing the associated energy spend by approximately 29%.



•

We have made significant progress in our program to retrofit locations with interior LED lighting and centralized climate control systems, as well as systems allowing centralized control of exterior signage and security lighting. Interior LED lighting currently is installed in 92% of our locations and we expect to be at 100% by the end of 2020. Nearly 85% of our locations enjoy centralized climate, signage and security lighting control, with the remainder being controlled by the respective landlords. Centralized control provides for a proactive maintenance program while ensuring systems are only operational when needed.



•

The introduction of our US water cooler program significantly reduces the use of bottled water and the associated plastic bottle waste. In 2019, water coolers at our branch locations eliminated spend on 10,000 cases of water, resulting in the elimination of 400,000 plastic bottles.



•

We recently initiated the E-Sign program in the United States, covering 99% of all branch locations. The program drastically reduces the need to print paper loan documents, eliminating over 16.5 million printed pages in 2019. We are proud to have saved almost 2,000 trees a year and taken a big step towards reducing the environmental impact outside of our walls.

Social

We have implemented the following social enrichment practices:

•

We engage in numerous philanthropic and community-based initiatives to give back to the communities in which we do business. Our teams volunteer with charities and groups that are meaningful to them, including local Ronald McDonald houses, Humane Society, Junior Achievement USA and donating items to low income families in the communities we serve. We host blood drives through the Red Cross twice a year and support the Salvation Army through their Angel Tree program and the collection and distribution of gifts and food. We also launched "Cash Money Cares," a campaign to support local giving in Canada, to further engage our employees, customers and the community.

16

Table of Contents

•

Through our Compliance Management System ("CMS"), we track, monitor and analyze customer complaints to identify any concerns and seek to promptly address and remediate any concerns that arise. We believe it is critically important to provide appropriate mechanisms for customers to submit concerns, feedback and complaints so that we can identify potential compliance issues and improve compliance-related polices, training, controls and programs to better serve our customers. As part of the CMS, we have a Complaint Committee, comprised of various department heads that meet regularly to analyze and determine the root cause of any concerns/complaints. The Complaint Committee ensures proper resolution and corrective action has been performed. We believe that being responsive to our customers supports them and provides them with informed financial options.



•

In the event a customer enters active duty after originating a loan, we go beyond what is legally required by forgiving any active military member's, or their spouse's, outstanding loan.



•

We practice responsible lending by complying with all federal, state, provincial and municipal laws and regulations to ensure our customers are protected while meeting their lending needs.



•

From recruiting to retention, we prioritize diversity in our workplace and strive to have our workforce represent the customer base we serve. We have instituted annual succession planning that includes identifying diverse candidates to support the development and acceleration of their career growth.



•

Through ongoing feedback mechanisms and roundtables, we strive to assess employee satisfaction. With this feedback, we are able to identify training and development needs for our employees and leaders, all of which leads to significant CEO-initiated process evolutions. We monitor the progress of these initiatives through ongoing feedback and use the survey results to initiate pipeline leadership and professional development programs and initiatives.



•

To safeguard customer and Company information, we maintain comprehensive policies and procedures, which we frequently monitor to ensure they are operating as anticipated and reflect best practices. In this regard, we have a vigorous vendor management system which manages the lifecycle of our vendor relationships. This system details the vendor selection and approval procedures, delineates the required onboarding and continuing due diligence attendant to the level of risk of each vendor, and identifies, mitigates and reports potential risks of any third party with which we have an agreement (contractual or otherwise) to provide products or services to the Company and our customers.

Governance

As a publicly-traded company with an established national presence, our Board is dedicated to its oversight responsibilities and oversees our internal policies as they relate to risk management, cybersecurity and compliance. For additional information on matters related to our corporate governance, see "Corporate Governance" above.

Attendance

Attendance at Board and committee meetings is central to the proper functioning of our Board and is a priority. Directors are expected to make every effort to attend all meetings of the Board, meetings of committees on which they serve and the annual meeting of stockholders. In 2019, each director attended the 2019 annual meeting of stockholders in person and all directors attended at least 75% of the meetings of the Board and the committees on which they served.

17

Table of Contents

Board and Company Culture

Our Corporate Governance Guidelines are coupled with a robust, open and effective Board environment that promotes respect, trust and candor, fosters a culture of open dissent and permits each director to express opinions and contribute to the Board process. Directors are expected to have unrestricted access to management and any Company information they believe is necessary and appropriate to perform their roles as directors. This open and candid operating environment is shared by management and the Board and is essential to fully realize the benefits of our Corporate Governance Guidelines, committee charters and other policies governing our Company.

Succession Planning

Our Board of Directors believes that one of its primary responsibilities is to oversee the development and retention of executive talent and to ensure that an appropriate succession plan is in place for our Chief Executive Officer and other members of the executive team. Annually, the Board meets with our Chief Executive Officer to discuss management succession planning and to address potential vacancies in senior leadership. The Board also meets in executive session annually to review succession planning for our Chief Executive Officer. Our Board is kept up to date on key talent initiatives, including diversity, recruiting and development programs.

Stockholder Communications with the Board of Directors

Stockholders and interested parties may communicate directly with our non-employee directors by sending correspondence to our Chief Legal Officer at: c/o CURO Group Holdings Corp., 3527 North Ridge Road, Wichita, Kansas 67205. We review all incoming communications from interested parties and route such communications (except for mass mailings, product complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) to the appropriate member(s) of the Board consistent with the instructions provided by each such member with respect to how such director would like to receive direct communications.

Our Chief Legal Officer will determine whether a response to any communication from interested parties is necessary and shall provide a report to the Nominating and Corporate Governance Committee on a quarterly basis of any communications received from interested parties to which the Legal Department has responded. This procedure does not apply to communications to non-employee directors from our officers or directors who are also stockholders or to stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the "Exchange Act").