Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 14, 2023 (the "Grant Date"), following consultation with its independent
compensation consultant, the Compensation Committee (the "Committee") of the
Board of Directors (the "Board") of Regional Management Corp. (the "Company")
approved certain compensation arrangements with respect to the Company's named
executive officers (the "NEOs"), as described below.
The Committee granted the following awards to the NEOs under the Regional
Management Corp. 2015 Long-Term Incentive Plan (As Amended and Restated
Effective May 20, 2021) (the "2015 Plan"): (i) performance restricted stock
units ("PRSUs") and (ii) restricted stock, in each case subject to the terms of
the 2015 Plan and the applicable award agreement.
The NEOs were each granted PRSUs, subject to a Performance Restricted Stock Unit
Award Agreement ("PRSU Agreement"), with the target number of PRSUs (rounded
down to the nearest whole unit) determined by dividing the value of the grant by
the fair value of each PRSU (calculated on or as close in time as practicable to
the Grant Date in accordance with GAAP using a Monte Carlo valuation model). The
PRSU grant values are: Mr. Beck: $1,500,000; Ms. Rana: $445,000; Mr. Schachtel:
$412,500; Mr. Fisher: $337,500; and Mr. Parmar: $272,500. The actual number of
PRSUs, if any, that may be earned ranges from 0% to 150% of the target number of
units and will be based on achievement of the Company's cumulative total
shareholder return over the performance period, June 14, 2023 through June 14,
2026, and the continued employment of each such executive through December 31,
2025 or as otherwise provided in the 2015 Plan or the PRSU Award Agreement. Any
shares of the Company's common stock payable upon vesting and earning of the
PRSUs will be subject to an additional one-year holding period following the end
of the December 31, 2025 service period and will be distributed to the employee
no earlier than December 31, 2026, unless otherwise provided in the 2015 Plan or
the PRSU Award Agreement.
The NEOs were each granted restricted stock, subject to a Restricted Stock Award
Agreement ("RSA Agreement"), with the number of shares calculated by dividing
the value of the grant by the fair market value of the Company's common stock on
the Grant Date, based upon grants of the following values: Mr. Beck: $1,500,000;
Ms. Rana: $445,000; Mr. Schachtel: $412,500; Mr. Fisher: $337,500; and Mr.
Parmar: $272,500. One-third of the shares subject to each award shall vest on
each of December 31, 2023, December 31, 2024, and December 31, 2025, subject to
the executive's continued employment from the Grant Date through the respective
vesting date or as otherwise provided in the 2015 Plan or the RSA Agreement, the
form of which was previously filed with the Securities and Exchange Commission.
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REGIONAL MANAGEMENT CORP. 
