Regional Management Corp.
Annual Report 2024

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TS FXXJYX $2,500) – As of December 31, 2024, we had 259.5 thousand large installment loans outstanding,
representing $1.3 billion in net finance receivables. This included 69.5 thousand large loan convenience checks,
representing $199.5 million in net finance receivables.
•
Small Loans (≤$2,500) – As of December 31, 2024, we had 314.9 thousand small installment loans outstanding,
representing $554.7 million in net finance receivables. This included 167.3 thousand small loan convenience checks,
representing $260.9 million in net finance receivables.
•
Retail Loans – As of December 31, 2024, we had 1.0 thousand retail purchase loans outstanding, representing $1.1 million
in net finance receivables.
•
Optional Insurance Products – We offer optional payment and collateral protection insurance to our direct loan
customers.
Large and small installment loans are our core products and will be the drivers of future growth. We ceased accepting
applications for our retail loan product offering in November 2022, to focus on growing our core loan portfolio. We continue to own
and service our existing portfolio of retail loans. Our primary sources of revenue are interest and fee income from our loan products,
of which interest and fees relating to large and small installment loans are the largest component. In addition to interest and fee
income from loans, we derive revenue from optional insurance products purchased by customers of our direct loan products.
For additional information regarding our business operations, see Part I, Item 1, “Business.”
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 48
Outlook
We continually assess the macroeconomic environment in which we operate in order to appropriately and timely adapt to
current market conditions. Macroeconomic factors, including, but not limited to, inflationary pressures, higher interest rates, and
impacts from current geopolitical events outside the U.S., may affect our business, liquidity, financial condition, and results of
operations.
Due to moderating inflation and expectations for an improving economic environment, we have prudently increased the
growth in our small loan portfolio. We grew the small loan portfolio by $61.2 million, or 12.4%, year-over-year. To balance the risk
associated with the growth in our small loan portfolio, we deploy a barbell strategy of also originating higher-credit-quality, auto-
secured loans.
Our allowance for credit losses was 10.5% of net finance receivables as of December 31, 2024. Going forward, macroeconomic
conditions may necessitate changes to the macroeconomic assumptions within our forecast and to our credit loss performance
outlook, either of which could lead to further changes in our allowance for credit losses, reserve rate, and provision for credit losses
expense.
We have proactively diversified our funding over the past few years and continue to maintain a strong liquidity profile. As of
December 31, 2024, we had $136.9 million of available liquidity, comprised of unrestricted cash on hand and immediate availability
to draw down cash from our revolving credit facilities. In addition, we had $466.2 million of unused capacity on our revolving credit
facilities (subject to the borrowing base) as of December 31, 2024. We believe our liquidity position provides substantial runway to
support the fundamental operations of our business and to fund future growth.
Factors Affecting Our Results of Operations
Our business is impacted by several factors affecting our revenues, costs, and results of operations, including the following:
Quarterly Information and Seasonality. Our loan volume and contractual delinquency follow seasonal trends. Demand for our
loans is typically highest during the second, third, and fourth quarters, which we believe is largely due to customers borrowing
money for vacation, back-to-school, and holiday spending. Loan demand has generally been the lowest during the first quarter,
which we believe is largely due to the timing of income tax refunds. Delinquencies generally reach their lowest point in the first half
of the year and rise in the second half of the year. Changes in quarterly growth or liquidation could result in larger allowance for
credit loss releases in periods of portfolio liquidation, and larger provisions for credit losses in periods of portfolio growth.
Consequently, we experience seasonal fluctuations in our operating results. However, changes in macroeconomic factors, including
inflation, higher interest rates, and geopolitical conflict, have impacted our typical seasonal trends for loan volume and delinquency.
Growth in Loan Portfolio. The revenue that we generate from interest and fees is largely driven by the balance of loans that
we originate. We source our loans through our branches, centrally-managed direct mail program, digital partners, and our consumer
website. The majority of our loans, regardless of origination channel, are serviced through our branches. Increasing the number of
loans per branch and growing our state footprint allows us to increase the number of customers we are able to serve. We continue
to assess our branch network for clear opportunities to add branches in new and existing states where it is favorable for us to
conduct business or consolidate operations into larger branches within close geographic proximity. This branch optimization is
consistent with our omni-channel strategy and builds upon our recent successes in entering new states with a lighter branch
footprint, while still providing customers with best-in-class service. As we consider our growth rate, we not only consider the health
of the consumer, the strength of the economy, and the credit performance of our portfolio, we also balance our commitment to
deliver strong short-term results for investors while also generating the portfolio growth that will fuel our success and returns over
the long-term. As we grow our portfolio, we are required to reserve for expected lifetime credit losses at the origination of each
loan, which reduces net income. The related revenue benefits are recognized over the life of each loan.
Product Mix. We are exposed to different credit risks and charge different interest rates and fees with respect to the various
types of loans we offer. Our product mix also varies to some extent by state, and we may further diversify our product mix in the
future. The interest rates and fees vary from state to state, depending on the competitive environment and relevant laws and
regulations.
Asset Quality and Allowance for Credit Losses. Our results of operations are highly dependent upon the credit quality of our
loan portfolio. The credit quality of our loan portfolio is the result of our ability to enforce sound underwriting standards, maintain
diligent servicing of the portfolio, and respond to changing economic conditions as we grow our loan portfolio.

Regional Management Corp. | 2024 Annual Report on Form 10-K | 49
The primary underlying factors driving the provision for credit losses for each loan type are our underwriting standards,
delinquency trends, the general economic conditions in the areas in which we conduct business, loan portfolio growth, and the
effectiveness of our servicing and collection efforts. We monitor these factors, and the amount and past due status of all loans, to
identify trends that might require us to modify the allowance for credit losses.
Interest Rates. Our costs of funds are affected by changes in interest rates, as the interest rates that we pay on certain of our
credit facilities are variable. As a component of our strategy to manage the interest rate risk associated with future interest
payments on our variable-rate debt, a majority of our funding was held at a fixed rate as of December 31, 2024, representing 79% of
our total debt.
Operating Costs. Our financial results are impacted by the costs of operations and head office functions. Those costs are
included in general and administrative expenses within our consolidated statements of comprehensive income.
Components of Results of Operations
Interest and Fee Income. Our interest and fee income consists primarily of interest earned on outstanding loans. Accrual of
interest income on finance receivables is suspended when an account becomes 90 days delinquent. If the account is charged off, the
accrued interest income is reversed as a reduction of interest and fee income.
Most states allow certain fees in connection with lending activities, such as loan origination fees, acquisition fees, and
maintenance fees. Some states allow for higher fees while keeping interest rates lower. Loan fees are additional charges to the
customer and generally are included in the annual percentage rate shown in the Truth in Lending disclosure that we make to our
customers. The fees may or may not be refundable to the customer in the event of an early payoff, depending on state law. Fees are
recognized as income over the life of the loan on the constant yield method.
Insurance Income, Net. Our insurance operations are a material part of our overall business and are integral to our lending
activities. Insurance income, net consists primarily of earned premiums, net of certain direct costs, from the sale of various optional
payment and collateral protection insurance products offered to customers who obtain loans directly from us. Insurance income, net
also includes the earned premiums and direct costs associated with the non-file insurance that we purchase to protect us from
credit losses where, following an event of default, we are unable to take possession of personal property collateral because our
security interest is not perfected. We do not sell insurance to non-borrowers. Direct costs included in insurance income, net are
claims paid, claims reserves, ceding fees, and premium taxes paid. We do not allocate to insurance income, net, any other head
office or branch administrative costs associated with management of insurance operations, management of our captive insurance
company, marketing and selling insurance products, legal and compliance review, or internal audits.
As reinsurer, we maintain restricted reserves comprised of restricted cash and restricted AFS investments for life insurance in
an amount determined by the unaffiliated insurance company. As of December 31, 2024, the restricted reserves consisted of $21.2
million of unearned premium reserves and $1.2 million of unpaid claims reserves. The unaffiliated insurance company maintains the
reserves for non-life claims.
Other Income. Our other income consists primarily of late charges assessed on customers who fail to make a payment within a
specified number of days following the due date of the payment. In addition, interest income from restricted cash, commissions
earned from the sale of club membership products, and investment income from restricted AFS securities are included in other
income.
Provision for Credit Losses. Provisions for credit losses are charged to income in amounts that we estimate as sufficient to
maintain an allowance for credit losses at an adequate level to provide for lifetime expected credit losses on the related finance
receivable portfolio. We reserve for expected lifetime credit losses at origination of each loan, while the revenue benefits are
recognized over the life of the loan. Credit loss experience, current conditions, reasonable and supportable economic forecasts,
delinquency of finance receivables, loan portfolio growth, the value of underlying collateral, and management’s judgment are
factors used in assessing the overall adequacy of the allowance and the resulting provision for credit losses. Substantial adjustments
to the allowance may be necessary if there are significant changes in forecasted economic conditions or loan portfolio performance.
General and Administrative Expenses. Our financial results are impacted by the costs of operations and head office functions.
Those costs are included in general and administrative expenses within our consolidated statements of comprehensive income. Our
general and administrative expenses are comprised of four categories: personnel, occupancy, marketing, and other.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 50
Our personnel expenses are the largest component of our general and administrative expenses and consist primarily of
the salaries and wages, overtime, contract labor, relocation costs, incentives, benefits, and related payroll taxes associated with all
of our operations and head office employees.
Our occupancy expenses consist primarily of the cost of renting our facilities, all of which are leased, and the utility,
depreciation of leasehold improvements and furniture and fixtures, communication services, data processing, and other non-
personnel costs associated with operating our business.
Our marketing expenses consist primarily of costs associated with our direct mail campaigns (including postage and
costs associated with selecting recipients), digital marketing, maintaining our consumer website, and local marketing by branches.
These costs are expensed as incurred.
Other expenses consist primarily of legal, compliance, audit, and consulting costs, as well as software maintenance and
support, non-employee director compensation, electronic payment processing costs, bank service charges, office supplies, credit
bureau charges, and the amortization of software, software licenses, and implementation costs. We frequently experience
fluctuations in other expenses as we grow our loan portfolio and expand our market footprint. For a discussion regarding how risks
and uncertainties associated with the current regulatory environment may impact our future expenses, net income, and overall
financial condition, see Part I, Item 1A, “Risk Factors.”
Interest Expense. Our interest expense consists primarily of paid and accrued interest for debt, unused line fees, and
amortization of debt issuance costs on debt.
Income Taxes. Income taxes consist of state and federal income taxes. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The change in
deferred tax assets and liabilities is recognized in the period in which the change occurs, and the effects of future tax rate changes
are recognized in the period in which the enactment of new rates occurs.

Regional Management Corp. | 2024 Annual Report on Form 10-K | 51
Results of Operations
The following table summarizes our results of operations, both in dollars and as a percentage of average net finance
receivables:
Year Ended December 31,
2024
2023
2022
Dollars in thousands
Amount
% of
Average Net
Finance
Receivables
Amount
% of
Average Net
Finance
Receivables
Amount
% of
Average Net
Finance
Receivables
Revenue
Interest and fee income
$
528,894
29.6% $
489,698
28.6% $
450,854
29.5%
Insurance income, net
40,695
2.3%
44,529
2.6%
43,502
2.8%
Other income
18,914
1.0%
17,172
1.0%
12,831
0.8%
Total revenue
588,503
32.9%
551,399
32.2%
507,187
33.1%
Expenses
Provision for credit losses
212,200
11.9%
220,034
12.9%
185,115
12.1%
Personnel
153,789
8.6%
156,872
9.2%
141,243
9.2%
Occupancy
25,823
1.4%
25,029
1.5%
23,809
1.6%
Marketing
19,006
1.1%
15,774
0.9%
15,378
1.0%
Other
49,080
2.7%
45,444
2.6%
42,098
2.7%
Total general and administrative
247,698
13.8%
243,119
14.2%
222,528
14.5%
Interest expense
74,530
4.2%
67,463
3.9%
34,223
2.2%
Income before income taxes
54,075
3.0%
20,783
1.2%
65,321
4.3%
Income taxes
12,848
0.7%
4,825
0.3%
14,097
1.0%
Net income
$
41,227
2.3% $
15,958
0.9% $
51,224
3.3%
Information explaining the changes in our results of operations from year-to-year is provided in the following pages.
Comparison of December 31, 2024, Versus December 31, 2023
The following discussion and table describe the changes in finance receivables by product type:
•
Large Loans (>$2,500) – Large loans outstanding increased by $62.6 million, or 4.9%, to $1.3 billion at December 31, 2024,
from $1.3 billion at December 31, 2023. The increase was due to growth in our auto-secured portfolio, the growth of
receivables in branches opened during 2023 and 2024, and the transition of small loan customers to large loans.
•
Small Loans (≤$2,500) – Small loans outstanding increased by $61.2 million, or 12.4%, to $554.7 million at December 31,
2024, from $493.5 million at December 31, 2023. The increase was due to growth in our higher-margin loan portfolio and
the growth of receivables in branches opened during 2023 and 2024, partially offset by the transition of small loan
customers to large loans.
•
Retail Loans – Retail loans outstanding decreased $2.7 million, or 71.9%, to $1.1 million at December 31, 2024, from $3.8
million at December 31, 2023. We ceased accepting applications for our retail loan product offering in November 2022 to
focus on growing our core loan portfolio.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 52
Net Finance Receivables by Product
Dollars in thousands
December 31,
2024
December 31,
2023
YoY $
Inc (Dec)
YoY %
Inc (Dec)
Large loans
$
1,336,780
$
1,274,137
$
62,643
4.9 %
Small loans
554,686
493,473
61,213
12.4 %
Retail loans
1,069
3,800
(2,731)
(71.9)%
Total
$
1,892,535
$
1,771,410
$
121,125
6.8 %
Number of branches at period end
344
346
(2)
(0.6)%
Net finance receivables per branch
$
5,502
$
5,120
$
382
7.5 %
Comparison of the Year Ended December 31, 2024, Versus the Year Ended December 31, 2023
Net Income. Net income increased $25.3 million, or 158.3%, to $41.2 million in 2024, from $16.0 million in 2023. The increase
was due to an increase in revenue of $37.1 million and a decrease in provision for credit losses of $7.8 million, partially offset by
increases in income taxes of $8.0 million, interest expense of $7.1 million, and general and administrative expenses of $4.6 million.
Revenue. Total revenue increased $37.1 million, or 6.7%, to $588.5 million in 2024, from $551.4 million in 2023. The
components of revenue are explained in greater detail below.
Interest and Fee Income. Interest and fee income increased $39.2 million, or 8.0%, to $528.9 million in 2024, from
$489.7 million in 2023. The increase was due to a 4.5% increase in average net finance receivables and a 1.0% increase in average
yield. The increase in yield was due to price increases, growth in our higher-margin small loan business, and improved credit
performance. Reductions in revenue reversals from the loan sale that occurred in the fourth quarter of 2023 increased 2024 interest
and fee income by an estimated $1.7 million.
The following table sets forth the average net finance receivables balance and average yield for our loan products:
Average Net Finance Receivables
for the Year Ended
Average Yields
for the Year Ended
Dollars in thousands
December 31,
2024
December 31,
2023
YoY %
Inc (Dec)
December 31,
2024
December 31,
2023
YoY %
Inc (Dec)
Large loans
$
1,278,683
$
1,242,529
2.9 %
26.4%
26.1%
0.3 %
Small loans
507,584
462,116
9.8 %
37.6%
35.6%
2.0 %
Retail loans
2,214
6,522
(66.1)%
16.1%
17.3%
(1.2)%
Total
$
1,788,481
$
1,711,167
4.5 %
29.6%
28.6%
1.0 %
Total originations increased to $1.7 billion in 2024, from $1.5 billion in 2023. Origination volume increased during 2024
compared to prior year due to increases in small loan convenience checks and large branch loans. The following table represents the
principal balance of loans originated and refinanced:
Loans Originated for the Year Ended
Dollars in thousands
December 31,
2024
December 31,
2023
YoY $
Inc (Dec)
YoY %
Inc (Dec)
Large loans
$
973,048
$
928,499
$
44,549
4.8%
Small loans
681,463
606,412
75,051
12.4%
Retail loans
—
146
(146)
(100.0)%
Total
$
1,654,511
$
1,535,057
$
119,454
7.8%

Regional Management Corp. | 2024 Annual Report on Form 10-K | 53
The following table summarizes the components of the increase in interest and fee income:
Components of Increase in Interest and Fee Income
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Increase (Decrease)
Dollars in thousands
Volume
Rate
Volume &
Rate
Net
Large loans
$
9,424
$
4,262
$
124
$
13,810
Small loans
16,202
9,065
892
26,159
Retail loans
(746)
(80)
53
(773)
Product mix
(2,754)
3,086
(332)
—
Total
$
22,126
$
16,333
$
737
$
39,196
Insurance Income, Net. Insurance income, net decreased $3.8 million, or 8.6%, to $40.7 million in 2024, from $44.5
million in 2023. In both 2024 and 2023, personal property insurance premiums represented the largest component of aggregate
earned insurance premiums, and life insurance claims expense represented the largest component of direct insurance expenses.
The following table summarizes the components of insurance income, net:
Insurance Premiums and Direct Expenses for the Year Ended
Dollars in thousands
December 31,
2024
December 31,
2023
YoY $
B(W)
YoY %
B(W)
Earned premiums
$
57,312
$
59,830
$
(2,518)
(4.2)%
Claims, reserves, and certain direct expenses
(16,617)
(15,301)
(1,316)
(8.6)%
Insurance income, net
$
40,695
$
44,529
$
(3,834)
(8.6)%
Earned premiums during 2024 decreased by $2.5 million, and claims, reserves, and certain direct expenses increased by
$1.3 million in each case compared to 2023. The decrease in earned premiums was primarily due to our strategic shifts in product
and geographic mix which resulted in fewer active policies. The increase in claims, reserves, and certain direct expenses was
primarily due to an increase in personal property insurance claims and reserves of $2.6 million related to hurricane activity.
Other Income. Other income increased $1.7 million, or 10.1%, to $18.9 million in 2024, from $17.2 million in 2023,
primarily due to higher late charges of $0.9 million associated with portfolio growth, an increase in sales of our club membership
products of $0.6 million, and higher investment income of $0.2 million.
Provision for Credit Losses. Our provision for credit losses decreased $7.8 million, or 3.6%, to $212.2 million in 2024, from
$220.0 million in 2023. The decrease was due to a decrease in net credit losses of $11.3 million, partially offset by an incremental
increase in the allowance for credit losses of $3.5 million compared to 2023. The decrease in the provision for credit losses is
explained in greater detail below.
Allowance for Credit Losses. We evaluate delinquency and losses in each of our loan products in establishing the
allowance for credit losses. Our increase in the allowance for credit losses was $12.1 million, an increase of $3.5 million from $8.6
million in 2023. Our increase in 2024 was primarily due to incremental portfolio growth of $49.1 million compared to prior year
growth and changes in macro conditions. The allowance for credit losses as a percentage of finance receivables decreased to 10.5%
as of December 31, 2024, from 10.6% as of December 31, 2023 due to changes in estimated future macroeconomic impacts on
credit losses. See Note 4, “Finance Receivables, Credit Quality Information, and Allowance for Credit Losses” of the Notes to
Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data,” for additional information
regarding our allowance for credit losses.
Net Credit Losses. Net credit losses decreased $11.3 million, or 5.4%, to $200.1 million in 2024, from $211.4 million in
2023. Our net credit losses during 2024 were inclusive of an estimated $12.2 million benefit from accelerated charge-offs in the
fourth quarter of 2023 attributable to the loan sale that occurred during the fourth quarter of 2023 and further benefited from an
improved macroeconomic environment. These decreases were partially offset by an increase in net credit losses due to higher
average net finance receivables during the year ended December 31, 2024. The prior-year period included impacts from the loan
sales that occurred in the fourth quarters of 2022 and 2023, which resulted in a net increase in net credit losses of $1.6 million. Our
net credit loss ratio was 11.2% in 2024, compared to 12.4% in 2023. The 2023 loan sale resulted in a decrease of 70 basis points to
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 54
our 2024 net credit loss ratio. The 2022 and 2023 loan sales resulted in a net increase of 10 basis points to our 2023 net credit loss
ratio.
Delinquency Performance. Our delinquency rate increased to 7.7% as of December 31, 2024, from 6.9% as of
December 31, 2023. Our delinquency rate as of December 31, 2023 was inclusive of a 90 basis point reduction from the 2023 loan
sale.
The following tables include contractual delinquency balances by aging category and by product:
Contractual Delinquency by Aging
Dollars in thousands
December 31, 2024
December 31, 2023
Current
$
1,590,381
84.0%
$
1,493,341
84.3%
1 to 29 days past due
156,312
8.3%
155,196
8.8%
Delinquent accounts:
30 to 59 days
36,948
1.9%
34,756
1.9%
60 to 89 days
35,242
1.9%
31,212
1.8%
90 to 119 days
28,085
1.5%
27,107
1.5%
120 to 149 days
23,987
1.3%
15,317
0.9%
150 to 179 days
21,580
1.1%
14,481
0.8%
Total delinquency
$
145,842
7.7%
$
122,873
6.9%
Total net finance receivables
$
1,892,535
100.0%
$
1,771,410
100.0%
Contractual Delinquency by Product
Dollars in thousands
December 31, 2024
December 31, 2023
Large loans
$
88,054
6.6%
$
80,136
6.3%
Small loans
57,595
10.4%
42,151
8.5%
Retail loans
193
18.1%
586
15.4%
Total
$
145,842
7.7%
$
122,873
6.9%
General and Administrative Expenses. Our general and administrative expenses increased $4.6 million, or 1.9%, to $247.7
million in 2024 from $243.1 million in 2023. The absolute dollar increase in general and administrative expenses is explained in
greater detail below.
Personnel. The largest component of general and administrative expenses is personnel expense, which decreased $3.1
million, or 2.0%, to $153.8 million in 2024, from $156.9 million in 2023. The decrease was primarily due to higher capitalized loan
origination costs, which reduce personnel expenses, of $2.2 million and reduction in force expenses of $1.7 million in 2023, partially
offset by higher labor costs of $0.9 million.
Occupancy. Occupancy expenses increased $0.8 million, or 3.2%, to $25.8 million in 2024, from $25.0 million in 2023,
primarily due to increased rent expense of $0.9 million.
Marketing. Marketing expenses increased $3.2 million, or 20.5%, to $19.0 million in 2024, from $15.8 million in 2023
primarily due to increased activity in our direct mail campaigns of $3.3 million to support growth, partially offset by lower digital
marketing costs of $0.2 million.
Other Expenses. Other expenses increased $3.6 million, or 8.0%, to $49.1 million in 2024, from $45.4 million in 2023,
primarily due to an increase in collections expense of $1.1 million and increased investment in digital and technological capabilities
of $1.0 million. The prior-year period included insurance settlement proceeds of $1.0 million, which reduced other expenses.
Additionally, we often experience increases in other expenses including legal expenses, bank fees, and certain professional expenses
as we grow our loan portfolio and expand our market footprint.
Operating Expense Ratio. Our operating expense ratio decreased by 0.4% to 13.8% during 2024, from 14.2% during
2023. Our operating expense ratio has improved as we have grown our loan portfolio and controlled expense growth.
Interest Expense. Interest expense increased $7.1 million, or 10.5%, to $74.5 million in 2024, compared to $67.5 million in
2023. The increase was primarily due to an increase in our cost of funds as well as an increase in the average balance of our debt

Regional Management Corp. | 2024 Annual Report on Form 10-K | 55
facilities. Our cost of funds increased 0.3% to 4.2% during 2024, from 3.9% during 2023. The average balance of our debt facilities
increased to $1.4 billion in 2024, from $1.3 billion in 2023.
Income Taxes. Income taxes increased $8.0 million, or 166.3%, to $12.8 million in 2024, from $4.8 million in 2023. The
increase was primarily due to a $33.3 million increase in income before taxes compared to 2023. Our effective tax rate increased to
23.8% in 2024, compared to 23.2% in 2023. The increase in the effective tax rate was primarily related to a decrease in the research
and development tax credit and offset by decreases related to non-deductible compensation and excess tax benefits related to
share-based compensation.
Comparison of the Year Ended December 31, 2023, Versus the Year Ended December 31, 2022
For a comparison of our results of operations for the years ended December 31, 2023 and December 31, 2022, see Part II, Item
7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for
the fiscal year ended December 31, 2023 (which was filed with the SEC on February 22, 2024), which is incorporated by reference
herein.
Liquidity and Capital Resources
Our primary cash needs relate to the funding of our lending activities and, to a lesser extent, expenditures relating to
improving our technology infrastructure and expanding and maintaining our branch locations. We have historically financed, and
plan to continue to finance, our short-term and long-term operating liquidity and capital needs through a combination of cash flows
from operations and borrowings under our debt facilities, including our senior revolving credit facility, revolving warehouse credit
facilities, and asset-backed securitization transactions, all of which are described below. We continue to seek ways to diversify our
funding sources. As of December 31, 2024, we had a funded debt-to-equity ratio of 4.1 to 1.0 and a stockholders’ equity ratio of
18.7%.
Cash and cash equivalents decreased to $4.0 million as of December 31, 2024, from $4.5 million as of December 31, 2023. As
of December 31, 2024 and December 31, 2023 we had $132.9 million and $108.1 million, respectively, of immediate availability to
draw down cash from our revolving credit facilities. Our unused capacity on our revolving credit facilities (subject to the borrowing
base) was $466.2 million and $551.5 million as of December 31, 2024 and December 31, 2023, respectively. Our debt balance was
$1.5 billion as of December 31, 2024 compared to $1.4 billion the prior year-end.
A summary of the future material financial obligations requiring payments as of December 31, 2024 is as follows:
Future Material Financial Obligations by Period
Dollars in thousands
Next Twelve
Months
Beyond Twelve
Months
Total
Principal payments on debt obligations
$
466,626
$
1,007,637
$
1,474,263
Interest payments on debt obligations
65,822
76,813
142,635
Operating lease obligations
11,001
36,728
47,729
Total
$
543,449
$
1,121,178
$
1,664,627
Based upon anticipated cash flows, we believe that cash flows from operations and our various financing alternatives will
provide sufficient financing for debt maturities and operations over the next twelve months, as well as into the future.
From time to time, we have extended the maturity date of and increased the borrowing limits under our senior revolving
credit facility. While we have successfully obtained such extensions and increases in the past, there can be no assurance that we will
be able to do so if and when needed in the future. In addition, the revolving period maturities of our securitizations and warehouse
credit facilities as of December 31, 2024 (each as described below within “Financing Arrangements and Restricted Cash Reserve
Accounts”) ranged from February 2025 to May 2027. As of December 31, 2024, we did not exercise our rights to redeem the notes
of our RMIT 2020-1 or RMIT 2021-1 securitizations, for which the revolving periods ended in September 2023 and February 2024,
respectively. There can be no assurance that we will be able to secure an extension of the warehouse credit facilities or close
additional securitization transactions if and when needed in the future. See Note 21, “Subsequent Events” of the Notes to
Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data,” for information regarding the
amendment of the RMR VI revolving warehouse credit facility following the end of the fiscal year.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 56
Dividends and Stock Repurchases.
The Board may in its discretion declare and pay cash dividends on our common stock. The following table sets forth the
dividends declared and paid for 2024:
Period
Declaration Date
Record Date
Payment Date
Dividends Declared Per
Common Share
1Q 24
February 7, 2024
February 22, 2024
March 14, 2024
$
0.30
2Q 24
May 1, 2024
May 22, 2024
June 12, 2024
0.30
3Q 24
July 31, 2024
August 21, 2024
September 12, 2024
0.30
4Q 24
November 6, 2024
November 21, 2024
December 11, 2024
0.30
Total
$
1.20
The Board declared $12.3 million of cash dividends on our common stock during 2024. See Note 21, “Subsequent Events” of
the Notes to Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data,” for information
regarding our quarterly cash dividend following the end of the year.
While we intend to pay our quarterly dividend for the foreseeable future, all subsequent dividends will be reviewed and
declared at the discretion of the Board and will depend on many factors, including our financial condition, earnings, cash flows,
capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends, and other
considerations that the Board deems relevant. Our dividend payments may change from time to time, and the Board may choose
not to continue to declare dividends in the future.
In December 2024, we announced that the Board had authorized a $30.0 million stock repurchase program. The authorization
was effective immediately and extends through December 31, 2026. As of December 31, 2024, we had repurchased 0.1 million
shares of common stock at a total cost of $3.5 million.
Cash Flow.
Operating Activities. Net cash provided by operating activities in 2024 was $269.6 million, compared to $249.2 million
provided by operating activities in 2023, an increase of $20.5 million. The increase was primarily due to the growth of our loan
portfolio.
Investing Activities. Investing activities consist of originations and repayments of finance receivables, purchases of
intangible assets, and purchases of property and equipment for new and existing branches. Net cash used in investing activities in
2024 was $316.1 million, compared to $278.7 million in 2023, an increase of $37.4 million. The increase was primarily driven by
increased originations as we grow our loan portfolio, partially offset by increased repayments of finance receivables.
Financing Activities. Financing activities consist of borrowings and payments on our outstanding indebtedness. Net cash
provided by financing activities in 2024 was $53.4 million, compared to $26.4 million in 2023, an increase of $27.0 million. The
increase in cash provided was the result of an increase in net advances on debt instruments of $34.5 million, partially offset by an
increase in payments for debt issuance costs of $3.9 million and an increase in the repurchases of common stock of $3.5 million.
Financing Arrangements and Restricted Cash Reserve Accounts.
As of December 31, 2024, we had five credit facilities outstanding and, from time to time, engage in the private offering and
sale of asset-backed notes. We had $132.9 million and $108.1 million of immediate availability to draw down cash from our
revolving credit facilities as of December 31, 2024 and December 31, 2023, respectively. As part of our overall funding strategy, we
have transferred certain finance receivables to affiliated VIEs for asset-backed financing transactions. Our debt arrangements
described below, other than our senior revolving credit facility, are issued by each of our RMR and RMIT SPEs, which are considered
VIEs under GAAP. These debts are supported by the expected cash flows from the underlying collateralized finance receivables.
Collections on these finance receivables are remitted to restricted cash collection accounts, which totaled $117.1 million and $109.9
million as of December 31, 2024 and December 31, 2023, respectively. Our debt arrangements also contain various debt covenants.
We were in compliance with all such debt covenants as of December 31, 2024.

Regional Management Corp. | 2024 Annual Report on Form 10-K | 57
Revolving Credit Facilities. The following is a summary of our revolving credit facilities as of December 31, 2024:
Dollars in thousands
Capacity
Debt Balance
Effective
Interest Rate
Facility Cash
Reserve
Requirement
Restricted Cash
Collection
Maturity Date
Senior
$
355,000
$
219,339
7.7%
$
—
$
—
Sep 2025
RMR IV warehouse
$
125,000
$
4,792
7.5%
$
61
$
256
May 2026
RMR V warehouse
$
100,000
$
52,307
6.9%
$
325
$
3,882
Nov 2027
RMR VI warehouse (1)
$
75,000
$
2,443
7.2%
$
32
$
171
Feb 2026
RMR VII warehouse
$
125,000
$
37,023
7.0%
$
242
$
2,746
Oct 2026
(1) See Note 21, “Subsequent Events” of the Notes to Consolidated Financial Statements in Part II, Item 8, “Financial Statements and
Supplementary Data,” for information regarding the amendment of this facility following the end of the fiscal year.
Securitizations. The following is a summary of our securitizations as of December 31, 2024:
Dollars in thousands
Issue Amount
Debt Balance
Effective
Interest
Rate
Restricted
Cash
Reserves
Restricted Cash
Collection
Revolving Period
Maturity
Final Maturity
Date
RMIT 2020-1
$
180,000
$
46,769
4.3%
$
1,875
$
4,849
Sep 2023
Oct 2030
RMIT 2021-1
$
248,700
$
101,550
2.7%
$
2,604
$
9,969
Feb 2024
Mar 2031
RMIT 2021-2
$
200,000
$
200,191
2.3%
$
2,083
$
16,871
Jul 2026
Aug 2033
RMIT 2021-3
$
125,000
$
125,202
3.9%
$
1,471
$
16,698
Sep 2026
Oct 2033
RMIT 2022-1
$
250,000
$
250,374
3.6%
$
2,646
$
21,469
Feb 2025
Mar 2032
RMIT 2024-1
$
187,305
$
187,788
6.2%
$
1,078
$
17,332
May 2027
July 2036
RMIT 2024-2
$
250,000
$
250,558
5.3%
$
1,418
$
22,892
Nov 2026
Dec 2033
RMC Reinsurance. Our wholly owned subsidiary, RMC Reinsurance, Ltd., is required to maintain reserves against life
insurance policies ceded to it, as determined by the ceding company. These reserves are comprised of restricted cash and restricted
AFS investments, which totaled $0.7 million and $21.7 million, respectively, as of December 31, 2024.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial
statements, which have been prepared in accordance with GAAP and conform to general practices within the consumer finance
industry. The preparation of these financial statements requires estimates and assumptions that affect the reported amounts of
assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities for the periods indicated in the
financial statements. Management bases estimates on historical experience and other assumptions it believes to be reasonable
under the circumstances and evaluates these estimates on an ongoing basis. Actual results may differ from these estimates under
different assumptions or conditions.
Allowance for Credit Losses.
The allowance for credit losses is based on historical credit experience, current conditions, and reasonable and supportable
economic forecasts. The historical loss experience is adjusted for quantitative and qualitative factors that are not fully reflected in
the historical data. In determining our estimate of expected credit losses, we evaluate information related to credit metrics, changes
in our lending strategies and underwriting practices, and the current and forecasted direction of the economic and business
environment. These metrics include, but are not limited to, loan portfolio mix and growth, unemployment, credit loss trends,
delinquency trends, changes in underwriting, and operational risks.
We selected a PD / LGD model to estimate our base allowance for credit losses, in which the estimated loss is equal to the
product of PD and LGD. Historical net finance receivables are tracked over the term of the pools to identify the incidences of loss
(PDs) and the average severity of losses (LGDs).
To enhance the precision of the allowance for credit loss estimate, we evaluate our finance receivable portfolio on a pool basis
and segment each pool of finance receivables with similar credit risk characteristics. As part of our evaluation, we consider loan
portfolio characteristics such as product type, loan size, loan term, internal or external credit scores, delinquency status,
geographical location, and vintage. Based on analysis of historical loss experience, we selected the following segmentation: product
type, FICO score, and delinquency status.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 58
As finance receivables are originated, provisions for credit losses are recorded in amounts sufficient to maintain an allowance
for credit losses at an adequate level to provide for estimated losses over the contractual life of the finance receivables (considering
the effect of prepayments). Subsequent changes to the contractual terms that are a result of re-underwriting are not included in the
finance receivable’s contractual life (considering the effect of prepayments). We use our segmentation loss experience to forecast
expected credit losses. Historical information about losses generally provides a basis for the estimate of expected credit losses. We
also consider the need to adjust historical information to reflect the extent to which current conditions differ from the conditions
that existed for the period over which historical information was evaluated. These adjustments to historical loss information may be
qualitative or quantitative in nature.
Macroeconomic forecasts are required for our allowance for credit loss model and require significant judgment and estimation
uncertainty. We consider key economic factors, most notably unemployment rates, to incorporate into our estimate of the
allowance for credit losses. We engaged a major rating service provider to assist with compiling a reasonable and supportable
forecast which we use to support the adjustments of our historical loss experience.
Due to the judgment and uncertainty in estimating the expected credit losses, we may experience changes to the
macroeconomic assumptions within our forecast, as well as changes to our credit loss performance outlook, both of which could
lead to further changes in our allowance for credit losses, allowance as a percentage of net finance receivables, and provision for
credit losses. Potential macroeconomic changes have created conditions that increase the level of uncertainty associated with our
estimate of the amount and timing of future credit losses from our loan portfolio.
Macroeconomic Sensitivity. To demonstrate the sensitivity of forecasting macroeconomic conditions, we stressed our
macroeconomic model with 10% increased weighting towards slower near-term growth that would have increased our reserves as
of December 31, 2024 by $1.8 million.
The macroeconomic scenarios are highly influenced by timing, severity, and duration of changes in the underlying
economic factors. This makes it difficult to estimate how potential changes in economic factors affect the estimated credit losses.
Therefore, this hypothetical analysis is not intended to represent our expectation of changes in our estimate of expected credit
losses due to a change in the macroeconomic environment, nor does it consider management’s judgment of other quantitative and
qualitative information which could increase or decrease the estimate.
Regulatory Developments.
On March 7, 2023, the CFPB provided us with Notice seeking to establish supervisory authority over us pursuant to section
1024(a)(1)(C) of the Consumer Financial Protection Act of 2010. Under that provision, the CFPB may establish supervisory authority
over any non-bank covered person that it has reasonable cause to determine is engaging, or has engaged, in conduct that poses risks
to consumers with regard to the offering or provision of consumer financial products or services. We responded to the Notice by
voluntarily consenting to the CFPB’s supervisory authority and entering into the Consent Agreement. Pursuant to the Consent
Agreement and related CFPB order, the CFPB will have supervisory authority over us for a period of two years ending January 8,
2026. The Consent Agreement does not constitute an admission by us that we are a nonbank covered person who is engaging, or
has engaged, in conduct that poses risks to consumers with regard to the offering or provision of consumer financial products or
services. See “Government Regulation” in Part I, Item 1 “Business” and “Risks Related to Regulation and Legal Proceedings” in Part I,
Item 1A “Risk Factors” for a further discussion of the regulation and regulatory risks to which we are subject.
On March 6, 2024, the SEC adopted a final rule to require registrants to disclose certain climate-related information in their
registration statements and annual reports. On April 4, 2024, the SEC issued an order staying the effectiveness of the final rule
pending completion of the judicial review of consolidated challenges to the rule by the U.S. Court of Appeals for the Eighth Circuit.
On February 11, 2025, the Acting Chairman of the SEC directed the SEC staff to notify the U.S. Court of Appeals for the Eighth Circuit
of the change in the composition of the SEC and other changed circumstances and request that the court not schedule the case for
oral argument to provide time for the SEC to deliberate and determine the appropriate next steps. We will continue to monitor
developments with respect to the rule.

Regional Management Corp. | 2024 Annual Report on Form 10-K | 59
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Interest Rate Risk
Interest rate risk arises from the possibility that changes in interest rates will affect our results of operations and financial
condition. We originate finance receivables either at prevailing market rates or at statutory limits. Our finance receivables are
structured on a fixed-rate, fixed-term basis. Accordingly, subject to statutory limits, our ability to react to changes in prevailing
market rates is dependent upon the speed at which our customers pay off or renew loans in our existing loan portfolio, which allows
us to originate new loans at prevailing market rates. Because our large loans have longer maturities than our small loans and
typically renew at a slower rate than our small loans, our reaction time to changes may be affected as our large loans change as a
percentage of our portfolio.
We also are exposed to changes in interest rates as a result of certain borrowing activities. As of December 31, 2024, the
interest rates on the securitizations, which account for 79% of our debt, were fixed. We maintain liquidity and fund our business
operations in part through variable-rate borrowings under a senior revolving credit facility and multiple revolving warehouse credit
facilities. As of December 31, 2024, the balances and key terms of the credit facilities were as follows:
Revolving Credit Facility
Debt Balance
(in thousands)
Interest Payment
Frequency
Floor
Margin
Rate Type
Effective Interest
Rate
Senior
$
219,339
Monthly
0.5%
3.0%
1-month SOFR
7.7%
RMR IV warehouse
4,792
Monthly
—
2.8%
1-month SOFR
7.5%
RMR V warehouse
52,307
Monthly
—
2.1%
Conduit
6.9%
RMR VI warehouse
2,443
Monthly
—
2.5%
1-month SOFR
7.2%
RMR VII warehouse
37,023
Monthly
—
2.4%
1-month SOFR
7.0%
Total
$
315,904
Based on the underlying rates and the outstanding balances as of December 31, 2024, an increase of 100 basis points in the
rates of our revolving credit facilities would result in approximately $3.2 million of increased interest expense on an annual basis, in
the aggregate, under these borrowings.
The nature and amount of our debt may vary as a result of future business requirements, market conditions, and other
factors.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 60
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
REGIONAL MANAGEMENT CORP.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Year Ended December 31, 2024
Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 34)
61
Consolidated Balance Sheets at December 31, 2024 and December 31, 2023
64
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, December 31, 2023, and
December 31, 2022
65
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, December 31, 2023, and
December 31, 2022
66
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, December 31, 2023, and
December 31, 2022
68
Notes to Consolidated Financial Statements
70
Note 1. Nature of Business
70
Note 2. Significant Accounting Policies
70
Note 3. Concentrations of Credit Risk
75
Note 4. Finance Receivables, Credit Quality Information, and Allowance for Credit Losses
75
Note 5. Restricted Available-for-Sale Investments
82
Note 6. Property and Equipment
83
Note 7. Leases
83
Note 8. Intangible Assets
84
Note 9. Other Assets
85
Note 10. Interest Rate Caps
85
Note 11. Variable Interest Entities
85
Note 12. Debt
86
Note 13. Stockholders’ Equity
88
Note 14. Disclosure About Fair Value of Financial Instruments
88
Note 15. Income Taxes
89
Note 16. Earnings Per Share
92
Note 17. Share-Based Compensation
92
Note 18. Commitments and Contingencies
96
Note 19. Insurance Products and Reinsurance of Certain Risks
96
Note 20. Segment Reporting
97
Note 21. Subsequent Events
98

Regional Management Corp. | 2024 Annual Report on Form 10-K | 61
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders’ and the Board of Directors of Regional Management Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Regional Management Corp. and subsidiaries (the "Company")
as of December 31, 2024, and 2023, the related consolidated statements of comprehensive income, stockholders' equity, and cash
flows, for each of the three years in the period ended December 31, 2024, and the related notes to consolidated financial
statements (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally
accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control —
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report
dated February 21, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the
Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are
material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we
are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Allowance for Credit Losses — Refer to Notes 2 and 4 to the consolidated financial statements
The Company’s estimate of expected credit losses in the Company’s loan portfolio is recorded in the allowance for credit losses. The
allowance for credit losses is based on historical credit experience, current conditions, and reasonable and supportable economic
forecasts. The historical loss experience is adjusted for quantitative and qualitative factors that are not fully reflected in the
historical data. In determining its estimate of expected credit losses, the Company evaluates information related to credit metrics,
changes in its lending strategies and underwriting practices, and the current and forecasted direction of the economic and business
environment. These metrics include, but are not limited to, loan portfolio mix and growth, unemployment, credit loss trends,
delinquency trends, changes in underwriting, and operational risks.
The Company selected a Probability of Default (“PD”) / Loss Given Default (“LGD”) model to estimate its base allowance for credit
losses, in which the estimated loss is equal to the product of PD and LGD. Historical net finance receivables are tracked over the
term of the pools to identify the incidences of loss (PDs) and the average severity of losses (LGDs). To enhance the precision of the
allowance for credit loss estimate, the Company evaluates its finance receivable portfolio on a pool basis and segments each pool of
finance receivables with similar credit risk characteristics. As part of its evaluation, the Company considers loan portfolio
characteristics such as product type, loan size, loan term, internal or external credit scores, delinquency status, geographical
location, and vintage. Based on analysis of historical loss experience, the Company selected the following segmentation: product
type, Fair Isaac Corporation (“FICO”) score, and delinquency status.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 62
Historical information about losses generally provides a basis for the estimate of expected credit losses. The Company also considers
the need to adjust historical information to reflect the extent to which current conditions differ from the conditions that existed for
the period over which historical information was evaluated. These adjustments to historical loss information may be qualitative or
quantitative in nature.
Reasonable and supportable macroeconomic forecasts are required for the Company’s allowance for credit loss model. The
Company engaged a major rating service to assist with compiling a reasonable and supportable forecast. The Company reviews
macroeconomic forecasts to use in its allowance for credit losses. The Company adjusts the historical loss experience by relevant
qualitative factors for these expectations.
Given the size of the loan portfolio and the subjective nature of estimating the allowance for credit losses, auditing the allowance for
credit losses involved a high degree of auditor judgment and an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the allowance for credit losses included the following, among others:
•
We tested the design and operating effectiveness of the relevant controls related to (I) selection of the macroeconomic
forecasts, (ii) execution and monitoring of the PD/LGD model, (iii) adjustments made to the historical loss experience for
qualitative factors, and (iv) overall calculation of the allowance for credit losses.
•
We used credit specialists to assist us in (1) evaluating the reasonableness of the PD/LGD model and relevant
assumptions, and (ii) evaluating the reasonableness of design, theory, and logic of the model for estimating expected
credit losses.
•
We tested the completeness and accuracy of the data input into the models and assessed the reasonableness of the
model’s calculations of probability of default and loss given default.
•
We (i) evaluated the reasonableness of management’s macroeconomic forecast selection, (ii) evaluated the
appropriateness and relevance of adjustments made to the historical loss experience for qualitative factors, and (iii)
tested the arithmetic accuracy of the calculation of these qualitative adjustments.
•
We tested the arithmetic accuracy of the calculation of the allowance for credit losses.
/s/ DELOITTE & TOUCHE LLP
Charlotte, North Carolina
February 21, 2025
We have served as the Company's auditor since 2022.

Regional Management Corp. | 2024 Annual Report on Form 10-K | 63
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders’ and the Board of Directors of Regional Management Corp.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Regional Management Corp. and subsidiaries (the “Company”) as of
December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control —
Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated
February 21, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting, included in the accompanying Auditor’s Unqualified Report on
Financial Statements. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on
our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of
the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Charlotte, North Carolina
February 21, 2025
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 64
Regional Management Corp. and Subsidiaries
Consolidated Balance Sheets
December 31, 2024 and 2023
(in thousands, except par value amounts)
2024
2023
Assets
Cash
$
3,951
$
4,509
Net finance receivables
1,892,535
1,771,410
Unearned insurance premiums
(48,068)
(47,892)
Allowance for credit losses
(199,500)
(187,400)
Net finance receivables, less unearned insurance premiums and
allowance for credit losses
1,644,967
1,536,118
Restricted cash
131,684
124,164
Lease assets
38,442
34,303
Intangible assets
24,524
15,846
Restricted AFS investments
21,712
22,740
Property and equipment
13,677
13,787
Deferred tax assets, net
9,286
13,641
Other assets
20,866
29,419
Total assets
$ 1,909,109
$ 1,794,527
Liabilities and Stockholders’ Equity
Liabilities:
Debt
$ 1,478,336
$ 1,399,814
Unamortized debt issuance costs
(6,338)
(4,578)
Net debt
1,471,998
1,395,236
Lease liabilities
40,579
36,576
Accounts payable and accrued expenses
39,454
40,442
Total liabilities
1,552,031
1,472,254
Commitments and contingencies (Notes 7, 18, and 19)
Stockholders’ equity:
Preferred stock ($0.10 par value, 100,000 shares authorized, none issued or outstanding)
—
—
Common stock ($0.10 par value, 1,000,000 shares authorized, 14,921 shares issued and 10,010
shares outstanding at December 31, 2024 and 14,566 shares issued and 9,759 shares
outstanding at December 31, 2023)
1,492
1,457
Additional paid-in capital
130,725
121,752
Retained earnings
378,482
349,579
Accumulated other comprehensive income (loss)
62
(372)
Treasury stock (4,911 shares at December 31, 2024 and 4,807 shares at December 31, 2023)
(153,683)
(150,143)
Total stockholders’ equity
357,078
322,273
Total liabilities and stockholders’ equity
$ 1,909,109
$ 1,794,527

Regional Management Corp. | 2024 Annual Report on Form 10-K | 65
Regional Management Corp. and Subsidiaries
Consolidated Statements of Comprehensive Income
Years Ended December 31, 2024, 2023, and 2022
(in thousands, except per share amounts)
2024
2023
2022
Revenue
Interest and fee income
$
528,894
$
489,698
$
450,854
Insurance income, net
40,695
44,529
43,502
Other income
18,914
17,172
12,831
Total revenue
588,503
551,399
507,187
Expenses
Provision for credit losses
212,200
220,034
185,115
Personnel
153,789
156,872
141,243
Occupancy
25,823
25,029
23,809
Marketing
19,006
15,774
15,378
Other
49,080
45,444
42,098
Total general and administrative expenses
247,698
243,119
222,528
Interest expense
74,530
67,463
34,223
Income before income taxes
54,075
20,783
65,321
Income taxes
12,848
4,825
14,097
Net income
$
41,227
$
15,958
$
51,224
Net income per common share:
Basic
$
4.28
$
1.70
$
5.51
Diluted
$
4.14
$
1.66
$
5.30
Weighted-average common shares outstanding:
Basic
9,640
9,398
9,296
Diluted
9,957
9,593
9,656
Other comprehensive income (loss), net of tax:
Unrealized income (loss) on restricted AFS investments
531
271
(742)
Income taxes on unrealized items
(112)
(57)
156
Unrealized other comprehensive income (loss), net of tax
419
214
(586)
Net realized loss on restricted AFS investments
20
—
—
Income taxes on realized items
(5)
—
—
Reclassification adjustments included in net income, net of tax
15
—
—
Other comprehensive income (loss), net of tax
434
214
(586)
Total comprehensive income
$
41,661
$
16,172
$
50,638
See accompanying notes to consolidated financial statements.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 66
Regional Management Corp. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
Years Ended December 31, 2024, 2023, and 2022
(in thousands)
As of and for the Year Ended December 31, 2024
Accumulated
Common Stock
Additional
Paid-in
Retained
Other
Comprehensive
Treasury
Shares
Amount
Capital
Earnings
Income (Loss)
Stock
Total
Beginning balance
14,566 $
1,457 $
121,752 $
349,579 $
(372) $ (150,143) $ 322,273
Cash dividends
—
—
—
(12,324)
—
—
(12,324)
Issuance of restricted stock awards
424
41
(41)
—
—
—
—
Exercise of stock options
66
7
—
—
—
—
7
Repurchase of common stock
—
—
—
—
—
(3,540)
(3,540)
Shares withheld related to net share
settlement
(135)
(13)
(2,926)
—
—
—
(2,939)
Share-based compensation
—
—
11,940
—
—
—
11,940
Net income
—
—
—
41,227
—
—
41,227
Other comprehensive income
—
—
—
—
434
—
434
Ending balance
14,921 $
1,492 $
130,725 $
378,482 $
62 $ (153,683) $ 357,078
As of and for the Year Ended December 31, 2023
Accumulated
Common Stock
Additional
Paid-in
Retained
Other
Comprehensive
Treasury
Shares
Amount
Capital
Earnings
Income (Loss)
Stock
Total
Beginning balance
14,330 $
1,433 $
112,384 $
345,545 $
(586) $ (150,143) $ 308,633
Cash dividends
—
—
—
(11,924)
—
—
(11,924)
Issuance of restricted stock awards
322
32
(32)
—
—
—
—
Exercise of stock options
18
2
287
—
—
—
289
Shares withheld related to net share
settlement
(104)
(10)
(2,642)
—
—
—
(2,652)
Share-based compensation
—
—
11,755
—
—
—
11,755
Net income
—
—
—
15,958
—
—
15,958
Other comprehensive income
—
—
—
—
214
—
214
Ending balance
14,566 $
1,457 $
121,752 $
349,579 $
(372) $ (150,143) $ 322,273

Regional Management Corp. | 2024 Annual Report on Form 10-K | 67
As of and for the Year Ended December 31, 2022
Accumulated
Common Stock
Additional
Paid-in
Retained
Other
Comprehensive
Treasury
Shares
Amount
Capital
Earnings
Loss
Stock
Total
Beginning balance
14,157 $
1,416 $
104,745 $
306,105 $
— $ (129,530) $ 282,736
Cash dividends
—
—
—
(11,784)
—
—
(11,784)
Issuance of restricted stock awards
224
22
(22)
—
—
—
—
Exercise of stock options
61
6
—
—
—
—
6
Repurchase of common stock
—
—
—
—
—
(20,613)
(20,613)
Shares withheld related to net share
settlement
(112)
(11)
(3,107)
—
—
—
(3,118)
Share-based compensation
—
—
10,768
—
—
—
10,768
Net income
—
—
—
51,224
—
—
51,224
Other comprehensive loss
—
—
—
—
(586)
—
(586)
Ending balance
14,330 $
1,433 $
112,384 $
345,545 $
(586) $ (150,143) $ 308,633
See accompanying notes to consolidated financial statements.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 68
Regional Management Corp. and Subsidiaries
Consolidated Statements of Cash Flows
Years Ended December 31, 2024, 2023, and 2022
(in thousands)
2024
2023
2022
Cash flows from operating activities:
Net income
$
41,227
$
15,958
$
51,224
Adjustments to reconcile net income to net cash provided by operating
activities:
Provision for credit losses
212,200
220,034
185,115
Depreciation and amortization
14,070
14,634
12,689
Amortization of deferred originations fees and costs
(15,613)
(14,644)
(15,843)
Loss on disposal of property and equipment
407
867
143
Loss on sale of restricted AFS investments
20
—
—
Share-based compensation
11,171
11,755
10,768
Deferred income taxes, net
4,238
112
4,766
Changes in operating assets and liabilities:
Increase (decrease) in unearned insurance premiums
176
(3,116)
3,171
(Increase) decrease in lease assets
(4,139)
218
(5,800)
(Increase) decrease in other assets
2,553
(4,144)
(13,271)
Increase (decrease) in accounts payable and accrued expenses
(1,386)
7,628
(14,642)
Increase (decrease) in lease liabilities
4,003
(136)
6,012
Net cash provided by operating activities
268,927
249,166
224,332
Cash flows from investing activities:
Originations of finance receivables
(1,654,761)
(1,544,948)
(1,643,537)
Repayments of finance receivables
1,355,266
1,280,134
1,228,495
Purchases of intangible assets
(12,338)
(7,378)
(5,534)
Purchases of property and equipment
(5,054)
(4,692)
(5,874)
Purchases of restricted AFS investments
(25,408)
(5,900)
(23,974)
Proceeds from sale of restricted AFS investments
2,206
—
3,130
Proceeds from maturities of restricted AFS investments
24,715
4,061
—
Net cash used in investing activities
(315,374)
(278,723)
(447,294)
Cash flows from financing activities:
Advances on revolving credit facilities
1,764,971
1,645,346
1,832,412
Payments on revolving credit facilities
(1,694,628)
(1,566,736)
(1,910,717)
Advances on securitizations
437,305
—
433,720
Payments on securitizations
(429,408)
(34,890)
(109,228)
Payments for debt issuance costs
(6,699)
(2,769)
(5,656)
Taxes paid related to net share settlement of equity awards
(2,450)
(2,923)
(2,993)
Cash dividends
(12,142)
(11,886)
(11,353)
Repurchases of common stock
(3,540)
—
(20,613)
Proceeds from exercise of stock options
—
289
—
Net cash provided by financing activities
53,409
26,431
205,572
Net change in cash and restricted cash
6,962
(3,126)
(17,390)
Cash and restricted cash at beginning of period
128,673
131,799
149,189
Cash and restricted cash at end of period
$
135,635
$
128,673
$
131,799
Supplemental cash flow information:
Interest paid
$
69,170
$
60,083
$
40,475
Income taxes paid
$
2,734
$
3,050
$
26,963
Operating leases paid
$
11,541
$
10,193
$
9,071
Non-cash lease assets and liabilities acquired
$
13,238
$
8,084
$
13,493

Regional Management Corp. | 2024 Annual Report on Form 10-K | 69
The following table reconciles cash and restricted cash from the Consolidated Balance Sheets to the statements above:
December 31,
2024
December 31,
2023
December 31,
2022
Cash
$
3,951
$
4,509
$
3,873
Restricted cash
131,684
124,164
127,926
Total
$
135,635
$
128,673
$
131,799
See accompanying notes to consolidated financial statements.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 70
Regional Management Corp. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Nature of Business
The Company was incorporated and began operations in 1987. The Company is engaged in the consumer finance business, offering
large loans, small loans, and related payment and collateral protection insurance products. The Company formerly offered retail
loans but ceased accepting applications for retail loan products effective November 2022. The Company continues to own and
service its existing portfolio of retail loans. As of December 31, 2024, the Company operated under the name “Regional Finance”
online and in branch locations in 19 states across the United States.
The Company’s large loan receivables are direct loans to customers, some of which are convenience check receivables and the vast
majority of which are secured by non-essential household goods, automobiles, and/or other vehicles. Convenience checks are direct
loans originated by mailing checks to customers based on a pre-screening process that includes a review of the prospective
customer’s credit profile provided by national credit reporting bureaus or data aggregators. A recipient of a convenience check is
able to enter into a loan by endorsing and depositing or cashing the check. The Company’s small loan portfolio is comprised of
branch small loan receivables and convenience check receivables. Branch small loan receivables are direct loans to customers and
are secured by non-essential household goods and, in some instances, an automobile. Retail loan receivables consist principally of
retail installment sales contracts collateralized by the purchased furniture, appliances, and other retail items and are initiated by and
purchased from retailers, subject to the Company’s credit approval.
The Company’s loan volume and contractual delinquency follow seasonal trends. Demand for the Company’s loans is typically
highest during the second, third, and fourth quarters, which the Company believes is largely due to customers borrowing money for
vacation, back-to-school, and holiday spending. Loan demand has generally been the lowest during the first quarter, which the
Company believes is largely due to the timing of income tax refunds. Delinquencies generally reach their lowest point in the first half
of the year and rise in the second half of the year. Changes in quarterly growth or liquidation could result in larger allowance for
credit loss releases in periods of portfolio liquidation and larger provisions for credit losses in periods of portfolio growth.
Consequently, the Company experiences seasonal fluctuations in its operating results. However, changes in macroeconomic factors,
including inflation, higher interest rates, and geopolitical conflict, have impacted the Company’s typical seasonal trends for loan
volume and delinquency.
Note 2. Significant Accounting Policies
The following is a description of significant accounting policies used in preparing the financial statements. The accounting and
reporting policies of the Company are in accordance with GAAP.
Business segments: The Company has one reportable segment, which is the consumer finance segment.
Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned
subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company operates through a
separate wholly owned subsidiary in each state. The Company also consolidates VIEs when it is considered to be the primary
beneficiary of the VIE because it has (i) power over the significant activities of the VIE and (ii) the obligation to absorb losses or the
right to receive returns that could be significant to the VIE.
Variable interest entities: The Company transfers pools of loans to SPEs to secure debt for general funding purposes. These entities
have the limited purpose of acquiring finance receivables, in addition to holding and making payments on the related debts. Assets
transferred to each SPE are legally isolated from the Company and its affiliates, as well as the claims of the Company’s and its
affiliates’ creditors. Further, the assets of each SPE are owned by such SPE and are not available to satisfy the debts or other
obligations of the Company or any of its affiliates. The Company continues to service the finance receivables transferred to the SPEs.
The lenders and investors in the debt issued by the SPEs generally only have recourse to the assets of the SPEs and do not have
recourse to the general credit of the Company.
The SPEs’ debt arrangements are structured to provide credit enhancements to the lenders and investors, which may include
overcollateralization, subordination of interests, excess spread, and reserve funds. These enhancements, along with the isolated
finance receivables pools, increase the creditworthiness of the SPEs above that of the Company as a whole. This increases the
marketability of the Company’s collateral for borrowing purposes, leading to more favorable borrowing terms, improved interest
rate risk management, and additional flexibility to grow the business.

Regional Management Corp. | 2024 Annual Report on Form 10-K | 71
The SPEs are considered VIEs under GAAP and are consolidated into the financial statements of their primary beneficiary. The
Company is considered to be the primary beneficiary of the SPEs because it has (i) power over the significant activities through its
role as servicer of the finance receivables under each debt arrangement, (ii) the obligation to absorb losses that could be significant
through note investment, if applicable, and (iii) the obligation to absorb losses or the right to receive returns that could be significant
through the Company’s interest in the monthly residual cash flows of the SPEs.
Consolidation of VIEs results in these transactions being accounted for as secured borrowings; therefore, the pooled receivables and
the related debts remain on the consolidated balance sheet of the Company. Each debt is secured solely by the assets of the VIEs
and not by any other assets of the Company. The assets of the VIEs are the only source of funds for repayment on each debt, and
restricted cash held by the VIEs can only be used to support payments on the debt. The Company recognizes revenue and provision
for credit losses on the finance receivables of the VIEs and interest expense on the related secured debt.
Use of estimates: The preparation of financial statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities for the periods
indicated in the financial statements. Actual results could differ from those estimates.
Estimates that are susceptible to change relate to the determination of the allowance for credit losses, the valuation of deferred tax
assets and liabilities, and the fair value of financial instruments.
Recent accounting pronouncements: In November 2023, the FASB issued ASU 2023-07, improving the disclosure requirements for
reportable segments, primarily through enhanced disclosures about significant segment expenses. These enhanced disclosures
require reporting of incremental segment information on an annual and interim basis for all public entities, including public entities
with only one reportable segment, to enable investors to develop more decision-useful financial analyses. The amendments in this
update are effective for annual periods beginning after December 15, 2023 and interim periods within annual periods beginning
after December 15, 2024. The Company adopted and applied the update on a retrospective basis for all prior periods presented in
the financial statements, and upon transition, the expense categories and amounts disclosed in the prior periods are based on the
significant segment expense categories identified and disclosed in the period of adoption if applicable. Implementation of the
update did not have a material effect on the Company’s consolidated financial statements. See Note 20, “Segment Reporting,” for
the Company’s enhanced disclosures to reflect the adoption of this update.
In December 2023, the FASB issued ASU 2023-09, enhancing the transparency and decision usefulness of income tax disclosures. The
amendment, among other things, improves transparency of income tax disclosures by requiring more consistent categories and
greater disaggregation of information in rate reconciliations, and disaggregation of income taxes paid by jurisdiction. The
amendments in this update are effective for annual periods beginning after December 15, 2024, and early adoption is permitted for
annual financial statements that have not yet been issued or made available for issuance. The income tax guidance should be
applied on a prospective basis; however, retrospective application is permitted. The Company is currently evaluating the impact of
this update on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, enhancing the disclosures about a company’s expenses. The amendment, among
other things, improves these disclosures by requiring disaggregated expense information about a company’s expense types. The
amendments in this update are effective for annual periods beginning after December 15, 2026, and early adoption is permitted.
The enhanced expense guidance can be applied on either a prospective (for financial statements issued during reporting periods
after the effective date of this ASU) or retrospective (to any or all prior periods presented) basis. The Company is currently
evaluating the impact of this update on its consolidated financial statements.
Treasury stock: The Company records the repurchase of shares of its common stock at cost on the settlement date of the
transaction. These shares are considered treasury stock, which is a reduction to stockholders’ equity. Treasury stock is included in
authorized and issued shares but excluded from outstanding shares.
Net finance receivables: Generally, the Company classifies finance receivables as held for investment based on management’s intent
at the time of origination. The Company determines classification on a receivable-by-receivable basis. The Company classifies
finance receivables as held for investment due to its ability and intent to hold them until their contractual maturities. Net finance
receivables consist of the Company’s installment loans. The Company carries net finance receivables at amortized cost, which
includes remaining principal balance, accrued interest, and net unamortized deferred origination costs and unamortized fees.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 72
Loan renewals are a significant piece of new volume and are considered a terminal event of the previous loan. The Company may
renew delinquent secured or unsecured loan accounts if the customer meets the Company’s underwriting criteria and it does not
appear the cause of past delinquency will affect the customer’s ability to repay the renewed loan.
Delinquency: The Company determines past due status using the contractual terms of the finance receivable. Delinquency is one of
the primary credit quality indicators used to evaluate the allowance for credit losses for each class of finance receivables.
Finance receivable origination fees and costs: Non-refundable fees received and direct costs (personnel and digital loan origination
costs) incurred for the origination of finance receivables are deferred and recognized to interest income over their contractual lives
using the constant yield method. Unamortized amounts are recognized in interest income at the time that finance receivables are
paid in full, renewed, or charged off.
Nonaccrual status: Accrual of interest income on finance receivables is suspended when an account becomes 90 days delinquent. If
the account is charged off, the accrued interest income is reversed as a reduction of interest and fee income. Interest received on
such loans is accounted for on the cash-basis method, until qualifying for return to accrual. Under the cash-basis method, interest
income is recorded when the payment is received. Loans resume accruing interest when the past due status is brought below 90
days. The Company made a policy election to not record an allowance for credit losses related to accrued interest because it has
nonaccrual and charge-off policies that result in the timely suspension and reversal of accrued interest.
Allowance for credit losses: The allowance for credit losses is based on historical credit experience, current conditions, and
reasonable and supportable economic forecasts. The historical loss experience is adjusted for quantitative and qualitative factors
that are not fully reflected in the historical data. In determining its estimate of expected credit losses, the Company evaluates
information related to credit metrics, changes in its lending strategies and underwriting practices, and the current and forecasted
direction of the economic and business environment. These metrics include, but are not limited to, loan portfolio mix and growth,
unemployment, credit loss trends, delinquency trends, changes in underwriting, and operational risks.
The Company selected a PD / LGD model to estimate its base allowance for credit losses, in which the estimated loss is equal to the
product of PD and LGD. Historical net finance receivables are tracked over the term of the pools to identify the incidences of loss
(PDs) and the average severity of losses (LGDs).
To enhance the precision of the allowance for credit loss estimate, the Company evaluates its finance receivable portfolio on a pool
basis and segments each pool of finance receivables with similar credit risk characteristics. As part of its evaluation, the Company
considers loan portfolio characteristics such as product type, loan size, loan term, internal or external credit scores, delinquency
status, geographical location, and vintage. Based on analysis of historical loss experience, the Company selected the following
segmentation: product type, FICO score, and delinquency status.
As finance receivables are originated, provisions for credit losses are recorded in amounts sufficient to maintain an allowance for
credit losses at an adequate level to provide for estimated losses over the contractual life of the finance receivables (considering the
effect of prepayments). Subsequent changes to the contractual terms that are a result of re-underwriting are not included in the
finance receivable’s contractual life (considering the effect of prepayments). The Company uses its segmentation loss experience to
forecast expected credit losses. Historical information about losses generally provides a basis for the estimate of expected credit
losses. The Company also considers the need to adjust historical information to reflect the extent to which current conditions differ
from the conditions that existed for the period over which historical information was evaluated. These adjustments to historical loss
information may be qualitative or quantitative in nature.
Reasonable and supportable macroeconomic forecasts are required for the Company’s allowance for credit loss model. The
Company engaged a major rating service to assist with compiling a reasonable and supportable forecast. The Company reviews
macroeconomic forecasts to use in its allowance for credit losses. The Company adjusts the historical loss experience by relevant
qualitative factors for these expectations. The Company does not require reversion adjustments, as the contractual lives of its
portfolio are shorter than its available forecast periods.
The Company charges credit losses against the allowance for all products when an account reaches 180 days contractually
delinquent, subject to certain exceptions. The Company’s customer accounts without a lien on a vehicle in a confirmed bankruptcy
are charged off in the month following the bankruptcy notification or at 60 days contractually delinquent, subject to certain
exceptions. Deceased borrower accounts are charged off in the month following the proper notification of passing, with the
exception of borrowers with credit life insurance. Subsequent recoveries of amounts charged off, if any, are credited to the
allowance.

Regional Management Corp. | 2024 Annual Report on Form 10-K | 73
Troubled Debt Restructurings: Prior to January 1, 2023, the Company classified a finance receivable as a TDR when the Company
modified the finance receivable’s contractual terms for economic or other reasons related to the borrower’s financial difficulties and
granted a concession that it would not have otherwise considered. Modifications primarily included an interest rate reduction
and/or term extension to reduce the borrower’s monthly payment. Once a loan was classified as a TDR, it remained a TDR for the
purpose of calculating the allowance for credit losses for the remainder of its contractual term.
The Company established its allowance for credit losses related to its TDRs by calculating the present value of all expected cash
flows (discounted at the finance receivable’s effective interest rate prior to modification) less the amortized costs of the aggregated
pool. The Company used the modified interest rates and certain assumptions, including expected credit losses and recoveries, to
estimate the expected cash flows from its TDRs.
Following the adoption of ASU 2022-02 on January 1, 2023, as discussed above, the Company no longer separately measures the
allowance for credit losses on TDRs, and the impact to the allowance for credit losses of loan modifications made to borrowers
experiencing financial difficulties is incorporated into the overall portfolio assessment as further described in the allowance for
credit losses significant accounting policy.
Property and equipment: Leasehold improvements are depreciated over the shorter of their useful lives or the remaining term of
the lease. Furniture and equipment are depreciated on the straight-line method over their estimated useful lives, generally five to
ten years. Maintenance and repairs are charged to expense as incurred.
Leases: The Company leases its current headquarters building. Branch offices are leased under non-cancellable leases of three to
seven years with renewal options. The Company’s lease liability is based on the present value of the remaining minimum rental
payments using a discount rate that is based on the Company’s incremental borrowing rate on its senior revolving credit facility. The
Company’s lease asset includes right-of-use assets equaling the lease liability, net of prepaid rent and deferred rents that existed as
of the adoption of the current lease accounting standard. The Company assesses its leased assets for impairment when events or
changes in circumstances indicate that the carrying value may not be recoverable. If a lease is impaired, the impairment loss is
recognized in lease costs and the right-of-use asset is reduced to the impaired value.
Lease agreements with terms of twelve months or less are not capitalized as part of lease assets or liabilities and are expensed as
incurred. The Company accounts for each separate lease component of a contract and its associated non-lease components as a
single lease component for its branch leases. The Company has elected not to apply this policy in relation to the corporate
headquarters lease. The Company has also determined that it is reasonably certain that the first option to extend lease contracts will
be exercised for new branch locations; therefore, the first option to extend is included in the lease asset and liability calculation.
Restricted cash: Restricted cash includes cash and cash equivalents for which the Company’s ability to withdraw funds is
contractually limited. The Company’s restricted cash consists of cash reserves that are maintained as collateral for potential credit
life insurance claims and cash restricted for debt servicing of the Company’s revolving warehouse credit facilities and securitizations.
Restricted AFS investments: The Company classifies its investments in debt securities that were purchased with the Company’s
restricted cash as restricted AFS investments and carries the investments at fair value. Unrealized gains and losses, net of taxes, are
excluded from earnings and reported in other comprehensive income or loss until realized. The unrealized gains and losses, net of
taxes, are recorded on the consolidated balance sheet in accumulated other comprehensive income or loss in stockholders’ equity.
Realized gains and losses from the sale of AFS investments are specifically identified and reclassified from accumulated other
comprehensive income or loss and included within earnings on the consolidated statement of income.
Derivative instruments: The Company held derivative instruments in the form of interest rate caps for the purpose of mitigating a
portion of its exposure to interest rate risk. Derivative instruments are recorded at fair value and included in other assets, with their
resulting gains or losses recognized in interest expense. Changes in fair value are reported as an adjustment to net income in
computing cash flows from operating activities.
Offsetting assets and liabilities: GAAP permits entities to present derivative receivables and derivative payables with the same
counterparty and the related cash collateral receivables and payables on a net basis on the Consolidated Balance Sheet when a
legally enforceable master netting agreement exists. GAAP also permits securities financing activities to be presented on a net basis
when specified conditions are met, including the existence of a legally enforceable master netting agreement. The Company has
elected to net such balances where it has determined that the specified conditions are met. As of September 30, 2022, the Company
no longer held offsetting assets or liabilities.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 74
Income recognition: Interest income is recognized using the interest method (constant yield method). Therefore, the Company
recognizes revenue from interest at an equal rate over the term of the loan. Unearned finance charges on pre-compute contracts
are rebated to customers utilizing statutory methods, which in many cases is the sum-of-the-years’ digits method. The difference
between income recognized under the constant yield method and the statutory method is recognized as an adjustment to interest
income at the time of rebate.
The Company recognizes income on credit life insurance, credit personal property insurance, and vehicle single interest insurance
using the sum-of-the-years’ digits or straight-line methods over the terms of the policies. The Company recognizes income on credit
accident and health insurance using the average of the sum-of-the-years’ digits and the straight-line methods over the terms of the
policies. The Company recognizes income on credit involuntary unemployment insurance using the straight-line method over the
terms of the policies. Rebates are computed using statutory methods, which in many cases match the GAAP method, and where it
does not match, the difference between the GAAP method and the statutory method is recognized in income at the time of rebate.
Fee income for non-file insurance is recognized using the sum-of-the-years’ digits method over the loan term.
Charges for late fees are recognized as income when collected.
Share-based compensation: The Company measures compensation cost for share-based awards at estimated fair value and
recognizes compensation expense over the service period for awards expected to vest. The Company uses the closing stock price on
the date of grant as the fair value of RSAs, performance-contingent RSUs, and service-based RSUs. The fair value of NQSOs is
determined using the Black-Scholes valuation model, and the fair value of PRSUs is determined using the Monte Carlo valuation
model. The Black-Scholes and Monte Carlo models require the input of assumptions, including expected volatility, expected
dividends, expected term, risk-free interest rate, and a discount associated with post-vest holding restrictions, changes to which can
affect the fair value estimate. Expected volatility is based on the Company’s historical stock price volatility. Expected dividends are
calculated using the expected dividend yield (annualized dividends divided by the grant date stock price). The expected term is
calculated by using the simplified method (average of the vesting and original contractual terms) due to insufficient historical data to
estimate the expected term. The risk-free rate is based on the zero-coupon U.S. Treasury bond rate over the expected term of the
awards. The estimated discount associated with post-vest holding restrictions is calculated using a blend of the Finnerty and Chaffe
models. In addition, the estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual
results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period
estimates are revised.
Marketing costs: Marketing costs are expensed as incurred.
Income taxes: The Company records a tax provision for the anticipated tax consequences of its reported operating results. The
provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. The effects of future tax rate changes are recognized in the period when the enactment of new rates occurs.
The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on technical merits,
the position will be sustained upon examination. The tax benefits of the position recognized in the consolidated financial statements
are then measured based on the largest amount of benefit that is greater than 50% likely to be realized upon settlement with a
taxing authority.
The Company recognizes the tax benefits or deficiencies from the exercise or vesting of share-based awards in the income tax line of
the consolidated statements of comprehensive income, in the period of exercise or vesting.
Earnings per share: Earnings per share have been computed based on dividing net income by the weighted-average number of
common shares outstanding during each reporting period presented. Common shares issuable upon the exercise of share-based
compensation, which are computed using the treasury stock method, are included in the computation of diluted earnings per share.
The Company uses the treasury stock method to calculate the effect of outstanding awards, by computing total employee proceeds
as the sum of the amount employees must pay upon exercise of the awards and the amount of unearned share-based compensation
costs attributable to future services.

Regional Management Corp. | 2024 Annual Report on Form 10-K | 75
Note 3. Concentrations of Credit Risk
Customers living in Texas, North Carolina, and South Carolina accounted for 30%, 16%, and 10%, respectively, of the Company’s net
finance receivables as of December 31, 2024. Given the primary concentration of the Company’s portfolio of finance receivables in
these states, such customers’ ability to honor their installment contracts may be affected by economic conditions in these states.
The Company maintains amounts in bank accounts which, at times, may exceed federally insured limits. The Company has not
experienced losses in such accounts, which are maintained with large domestic banks. Management believes the Company’s
exposure to credit risk is minimal for these accounts.
Note 4. Finance Receivables, Credit Quality Information, and Allowance for Credit Losses
Net finance receivables for the periods indicated consisted of the following:
December 31,
Dollars in thousands
2024
2023
Large loans
$
1,336,780
$
1,274,137
Small loans
554,686
493,473
Retail loans
1,069
3,800
Total
$
1,892,535
$
1,771,410
Net finance receivables included net deferred origination fees of $15.7 million and $15.1 million as of December 31, 2024 and 2023,
respectively.
The credit quality of the Company’s finance receivable portfolio is dependent on the Company’s ability to enforce sound
underwriting standards, maintain diligent servicing of the portfolio, and respond to changing economic conditions as it grows its
portfolio. The allowance for credit losses uses FICO scores and delinquency by product type as key data points in estimating the
allowance. The Company uses six FICO band categories to assess FICO scores. The first three FICO band categories include subprime
FICO scores below 620. The fourth and fifth FICO band categories include near-prime FICO scores ranging from 620 to 659. The sixth
FICO band category includes prime FICO scores of 660 or higher.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 76
Net finance receivables by product, FICO band at origination, and origination year as of December 31, 2024 are as follows:
Net Finance Receivables by Origination Year
Dollars in thousands
2024
2023
2022
2021
2020
Prior
Total Net
Finance
Receivables
Large Loans:
FICO Band
1
$
86,776
$
37,750
$
12,457
$
3,950
$
793
$
373
$
142,099
2
55,211
19,464
6,171
1,602
173
92
82,713
3
90,642
35,777
16,579
4,224
339
59
147,620
4
125,867
52,564
25,521
6,140
570
100
210,762
5
137,243
58,604
28,564
8,148
784
36
233,379
6
300,714
140,149
62,303
15,514
1,464
63
520,207
Total
$
796,453
$
344,308
$
151,595
$
39,578
$
4,123
$
723
$ 1,336,780
Small Loans:
FICO Band
1
$
67,809
$
11,905
$
1,737
$
257
$
40
$
26
$
81,774
2
32,851
5,799
689
59
4
2
39,404
3
52,846
9,456
873
49
4
1
63,229
4
67,200
12,903
924
39
5
5
81,076
5
75,458
16,882
1,313
22
3
3
93,681
6
160,551
32,671
2,263
29
5
3
195,522
Total
$
456,715
$
89,616
$
7,799
$
455
$
61
$
40
$
554,686
Retail Loans:
FICO Band
1
$
—
$
—
$
—
$
—
$
—
$
2
$
2
2
—
—
66
2
—
—
68
3
—
—
188
27
—
1
216
4
—
—
237
55
4
2
298
5
—
—
187
47
—
—
234
6
—
—
199
51
—
1
251
Total
$
—
$
—
$
877
$
182
$
4
$
6
$
1,069
Total Loans:
FICO Band
1
$
154,585
$
49,655
$
14,194
$
4,207
$
833
$
401
$
223,875
2
88,062
25,263
6,926
1,663
177
94
122,185
3
143,488
45,233
17,640
4,300
343
61
211,065
4
193,067
65,467
26,682
6,234
579
107
292,136
5
212,701
75,486
30,064
8,217
787
39
327,294
6
461,265
172,820
64,765
15,594
1,469
67
715,980
Total
$ 1,253,168
$
433,924
$
160,271
$
40,215
$
4,188
$
769
$ 1,892,535

Regional Management Corp. | 2024 Annual Report on Form 10-K | 77
Net finance receivables by product, FICO band, and origination year as of December 31, 2023 are as follows:
Net Finance Receivables by Origination Year
Dollars in thousands
2023
2022
2021
2020
2019
Prior
Total Net
Finance
Receivables
Large Loans:
FICO Band
1
$
83,107
$
28,068
$
9,542
$
2,510
$
980
$
347
$
124,554
2
46,855
16,964
5,342
1,077
309
83
70,630
3
86,191
45,778
14,999
2,201
316
66
149,551
4
120,054
65,753
20,712
3,481
592
55
210,647
5
128,901
69,706
23,779
4,043
496
22
226,947
6
291,795
144,663
46,630
7,936
732
52
491,808
Total
$
756,903
$
370,932
$
121,004
$
21,248
$
3,425
$
625
$ 1,274,137
Small Loans:
FICO Band
1
$
64,664
$
10,459
$
1,625
$
172
$
68
$
18
$
77,006
2
31,289
5,886
724
36
11
9
37,955
3
51,222
8,099
717
31
6
1
60,076
4
65,743
10,074
679
19
10
3
76,528
5
74,207
13,838
632
14
4
1
88,696
6
126,400
25,679
1,111
15
5
2
153,212
Total
$
413,525
$
74,035
$
5,488
$
287
$
104
$
34
$
493,473
Retail Loans:
FICO Band
1
$
1
$
—
$
2
$
1
$
1
$
5
$
10
2
—
213
30
—
—
—
243
3
—
634
211
3
1
1
850
4
—
650
352
36
—
4
1,042
5
—
508
278
24
—
4
814
6
—
524
286
28
2
1
841
Total
$
1
$
2,529
$
1,159
$
92
$
4
$
15
$
3,800
Total Loans:
FICO Band
1
$
147,772
$
38,527
$
11,169
$
2,683
$
1,049
$
370
$
201,570
2
78,144
23,063
6,096
1,113
320
92
108,828
3
137,413
54,511
15,927
2,235
323
68
210,477
4
185,797
76,477
21,743
3,536
602
62
288,217
5
203,108
84,052
24,689
4,081
500
27
316,457
6
418,195
170,866
48,027
7,979
739
55
645,861
Total
$ 1,170,429
$
447,496
$
127,651
$
21,627
$
3,533
$
674
$ 1,771,410
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 78
Credit losses by product and origination year for the periods indicated are as follows:
Year Ended December 31, 2024
Dollars in thousands
2024
2023
2022
2021
2020
Prior
Total Credit
Losses
Large loans
$
9,699
$
67,711
$
39,070
$
11,197
$
1,541
$
474
$
129,692
Small loans
13,156
55,584
11,316
822
42
33
80,953
Retail loans
—
—
441
232
14
10
697
Total
$
22,855
$
123,295
$
50,827
$
12,251
$
1,597
$
517
$
211,342
Year Ended December 31, 2023
Dollars in thousands
2023
2022
2021
2020
2019
Prior
Total Credit
Losses
Large loans
$
14,529
$
78,938
$
33,616
$
5,116
$
1,465
$
254
$
133,918
Small loans
14,484
60,298
10,244
599
60
7
85,692
Retail loans
—
776
431
88
24
4
1,323
Total
$
29,013
$
140,012
$
44,291
$
5,803
$
1,549
$
265
$
220,933
The contractual delinquency of the net finance receivable portfolio by product and aging for the periods indicated are as follows:
December 31, 2024
Large
Small
Retail
Total
Dollars in thousands
$
%
$
%
$
%
$
%
Current
$ 1,139,070
85.2% $
450,603
81.2% $
708
66.2% $ 1,590,381
84.0%
1 to 29 days past due
109,656
8.2%
46,488
8.4%
168
15.7%
156,312
8.3%
Delinquent accounts:
30 to 59 days
22,909
1.7%
13,998
2.5%
41
3.9%
36,948
1.9%
60 to 89 days
21,493
1.6%
13,699
2.5%
50
4.7%
35,242
1.9%
90 to 119 days
16,609
1.3%
11,443
2.1%
33
3.1%
28,085
1.5%
120 to 149 days
14,357
1.1%
9,602
1.7%
28
2.6%
23,987
1.3%
150 to 179 days
12,686
0.9%
8,853
1.6%
41
3.8%
21,580
1.1%
Total delinquency
$
88,054
6.6% $
57,595
10.4% $
193
18.1% $
145,842
7.7%
Total net finance receivables
$ 1,336,780
100.0% $
554,686
100.0% $
1,069
100.0% $ 1,892,535
100.0%
Net finance receivables in
nonaccrual status
$
54,228
4.1% $
34,465
6.2% $
137
12.8% $
88,830
4.7%
December 31, 2023
Large
Small
Retail
Total
Dollars in thousands
$
%
$
%
$
%
$
%
Current
$ 1,084,518
85.1% $
406,203
82.4% $
2,620
69.0% $ 1,493,341
84.3%
1 to 29 days past due
109,483
8.6%
45,119
9.1%
594
15.6%
155,196
8.8%
Delinquent accounts:
30 to 59 days
22,587
1.7%
12,053
2.4%
116
3.1%
34,756
1.9%
60 to 89 days
19,844
1.6%
11,253
2.3%
115
3.0%
31,212
1.8%
90 to 119 days
16,951
1.3%
10,030
2.0%
126
3.2%
27,107
1.5%
120 to 149 days
10,938
0.9%
4,247
0.9%
132
3.5%
15,317
0.9%
150 to 179 days
9,816
0.8%
4,568
0.9%
97
2.6%
14,481
0.8%
Total delinquency
$
80,136
6.3% $
42,151
8.5% $
586
15.4% $
122,873
6.9%
Total net finance receivables
$ 1,274,137
100.0% $
493,473
100.0% $
3,800
100.0% $ 1,771,410
100.0%
Net finance receivables in
nonaccrual status
$
44,627
3.5% $
21,850
4.4% $
394
10.4% $
66,871
3.8%

Regional Management Corp. | 2024 Annual Report on Form 10-K | 79
The accrual of interest income on finance receivables is suspended when an account becomes 90 days delinquent. If a loan is
charged off, the accrued interest is reversed as a reduction of interest and fee income. The Company reversed $23.6 million, $24.2
million, and $20.2 million of accrued interest as a reduction of interest and fee income for the years ended December 31, 2024,
2023, and 2022, respectively.
The following are reconciliations of the allowance for credit losses by product for the periods indicated:
As of and for the Year Ended December 31, 2024
Dollars in thousands
Large
Small
Retail
Total
Beginning balance
$
127,992
$
58,736
$
672
$
187,400
Provision for credit losses
128,190
83,861
149
212,200
Credit losses
(129,692)
(80,953)
(697)
(211,342)
Recoveries
7,016
4,182
44
11,242
Ending balance
$
133,506
$
65,826
$
168
$
199,500
Net finance receivables
$
1,336,780
$
554,686
$
1,069
$
1,892,535
Allowance as percentage of net finance receivables
10.0%
11.9%
15.7%
10.5%
As of and for the Year Ended December 31, 2023
Dollars in thousands
Large
Small
Retail
Total
Beginning balance
$
119,592
$
57,915
$
1,293
$
178,800
Provision for credit losses
136,638
82,745
651
220,034
Credit losses
(133,918)
(85,692)
(1,323)
(220,933)
Recoveries
5,680
3,768
51
9,499
Ending balance
$
127,992
$
58,736
$
672
$
187,400
Net finance receivables
$
1,274,137
$
493,473
$
3,800
$
1,771,410
Allowance as percentage of net finance receivables
10.0%
11.9%
17.7%
10.6%
As of and for the Year Ended December 31, 2022
Dollars in thousands
Large
Small
Retail
Total
Beginning balance
$
96,494
$
61,294
$
1,512
$
159,300
Provision for credit losses
106,925
76,513
1,677
185,115
Credit losses
(87,236)
(82,842)
(1,985)
(172,063)
Recoveries
3,409
2,950
89
6,448
Ending balance
$
119,592
$
57,915
$
1,293
$
178,800
Net finance receivables
$
1,208,185
$
481,605
$
9,603
$
1,699,393
Allowance as percentage of net finance receivables
9.9%
12.0%
13.5%
10.5%
The Company uses certain loan modification programs for borrowers experiencing financial difficulties as a loss mitigation strategy
to improve collectability of the loans and assist customers through financial setbacks. The programs consist of offering payment
deferrals, refinancing, and, in limited instances, settlements. Customers may also pursue financial assistance through external
sources, such as filing for bankruptcy protection. Modification programs available to our customers are described in more detail
below:
•
Customers with temporary hardships may be offered payment deferrals related to past due payments. Such deferrals
extend the customer’s maturity date and are generally considered insignificant delays, unless the deferral exceeds three
deferrals in a rolling twelve-month period.
•
Customers with delinquent loans who have made recent payments and have verified current employment are allowed
to refinance their loan with a reduced interest rate and/or term extension, making the monthly payments more
affordable.
•
The Company may also agree to settle a past-due loan by accepting less than the full principal balance owed, in certain
limited cases, once it is determined that collection of the entire outstanding balance is unlikely.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 80
•
Customers who receive bankruptcy protection may receive principal forgiveness, interest rate reductions, and/or term
extensions.
The information relating to modifications made to borrowers experiencing financial difficulty and their related percentage of
applicable net finance receivables for the periods indicated are as follows:
As of and for the Year Ended December 31, 2024
Large
Small
Total
Dollars in thousands
$
%
$
%
$
%
Interest rate reduction & term extension
$
9,155
0.8%
$
1,446
0.2%
$ 10,601
0.6%
Term extension
1,792
0.1%
386
0.1%
2,178
0.1%
Interest rate reduction
5,729
0.4%
2,545
0.5%
8,274
0.4%
Principal forgiveness, interest rate reduction, & term extension
586
—
28
—
614
—
Total
$ 17,262
1.3%
$
4,405
0.8%
$ 21,667
1.1%
As of and for the Year Ended December 31, 2023
Large
Small
Total
Dollars in thousands
$
%
$
%
$
%
Interest rate reduction & term extension
$ 12,687
1.0%
2,112
0.4%
$ 14,799
0.8%
Principal forgiveness, interest rate reduction, & term extension
288
—
37
—
325
—
Term extension
930
0.1%
346
0.1%
1,276
0.1%
Total
$ 13,905
1.1%
$
2,495
0.5%
$ 16,400
0.9%
The financial effects of the modifications made to borrowers experiencing financial difficulty for the periods indicated are as follows:
Year Ended December 31, 2024
Loan Modification
Product
Financial Effect
Principal forgiveness
Large loans
Reduced the amortized cost basis of the loans by $1.3 million.
Small loans
Reduced the amortized cost basis of the loans by $0.5 million.
Interest rate reduction
Large loans
Reduced the weighted-average contractual interest rate by 12.6%.
Small loans
Reduced the weighted-average contractual interest rate by 24.4%.
Term extension
Large loans
Added a weighted-average 1.5 years to the life of loans.
Small loans
Added a weighted-average 1.4 years to the life of loans.
Year Ended December 31, 2023
Loan Modification
Product
Financial Effect
Principal forgiveness
Large loans
Reduced the amortized cost basis of the loans by $1.0 million.
Small loans
Reduced the amortized cost basis of the loans by $0.5 million.
Interest rate reduction
Large loans
Reduced the weighted-average contractual interest rate by 10.7%.
Small loans
Reduced the weighted-average contractual interest rate by 13.6%.
Term extension
Large loans
Added a weighted-average 1.5 years to the life of loans.
Small loans
Added a weighted-average 1.4 years to the life of loans.
The following tables provide the amortized cost basis for modifications made to borrowers experiencing financial difficulty within
the previous twelve months that subsequently defaulted. The Company defines payment default as 90 days past due for this
disclosure. The respective amounts for each modification for the periods indicated are as follows:
As of and for the Year Ended December 31, 2024
Dollars in thousands
Large
Small
Total
Interest rate reduction & term extension
$
1,608
$
319
$
1,927
Term extension
231
52
283
Interest rate reduction
858
280
1,138
Principal forgiveness, interest rate reduction, & term extension
30
6
36
Total
$
2,727
$
657
$
3,384

Regional Management Corp. | 2024 Annual Report on Form 10-K | 81
As of and for the Year Ended December 31, 2023
Dollars in thousands
Large
Small
Total
Interest rate reduction & term extension
$
1,334
$
248
$
1,582
Term extension
27
3
30
Principal forgiveness, interest rate reduction, & term extension
16
3
19
Total
$
1,377
$
254
$
1,631
The contractual delinquencies of loans that were modified to borrowers experiencing financial difficulty within the previous twelve
months for the periods indicated are as follows:
December 31, 2024
Dollars in thousands
Large
Small
Total
Current
$
13,207
$
3,138
$
16,345
30 - 89 days past due
2,410
799
3,209
90+ days past due
1,645
468
2,113
Total (1)
$
17,262
$
4,405
$
21,667
(1) Excludes modified finance receivables that subsequently charged off of $1.4 million and $0.2 million in large and small loans,
respectively.
December 31, 2023
Dollars in thousands
Large
Small
Total
Current
$
11,289
$
1,993
$
13,282
30 - 89 days past due
1,691
325
2,016
90+ days past due
925
177
1,102
Total (1)
$
13,905
$
2,495
$
16,400
(1) Excludes modified finance receivables that subsequently charged off of $1.8 million and $0.4 million in large and small loans,
respectively.
Prior to January 1, 2023, the Company classified a loan as a TDR finance receivable when the Company modified a loan’s contractual
terms for economic or other reasons related to the borrower’s financial difficulties and granted a concession that it would not have
otherwise considered.
The following table provides the number and amount of net finance receivables modified and classified as TDRs during the period
presented:
Year Ended December 31, 2022
Dollars in thousands
Number of Loans
TDR Net Finance Receivables (1)
Large loans
$
3,554
$
20,537
Small loans
3,651
6,920
Retail loans
15
37
Total
$
7,220
$
27,494
(1) Represents the post-modification net finance receivables balance of loans that have been modified during the period and
resulted in a TDR.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 82
The following table provides the number of accounts and amortized cost basis of finance receivables that subsequently defaulted
within the periods indicated (that were modified as a TDR in the preceding 12 months). The Company defines payment default as 90
days past due for this disclosure. The respective amounts and activity for the period indicated is as follows:
Year Ended December 31, 2022
Dollars in thousands
Number of Loans
TDR Net Finance Receivables (1)
Large loans
1,307
$
7,704
Small loans
1,365
2,712
Retail loans
6
16
Total
2,678
$
10,432
(1) Only includes defaults occurring within 12 months of a loan being designated as a TDR. Represents the corresponding balance of
TDR net finance receivables at the end of the month in which they defaulted.
Note 5. Restricted Available-for-Sale Investments
The following tables reconcile the amortized cost, gross unrealized gains and losses included in accumulated other comprehensive
income or loss, and estimated fair value of the Company’s restricted AFS investments as of the periods indicated:
December 31, 2024
Dollars in thousands
Amortized Cost
Gross Unrealized Gains
Gross Unrealized
Losses
Estimated Fair Value
Restricted investments
$
21,633
$
92
$
(13)
$
21,712
December 31, 2023
Dollars in thousands
Amortized Cost
Gross Unrealized Gains
Gross Unrealized
Losses
Estimated Fair Value
Restricted investments
$
23,211
$
1
$
(472)
$
22,740
The following tables include the gross unrealized losses and estimated fair values of restricted AFS investments that were in a
continuous unrealized loss position, for which no allowance for credit loss has been recorded, as of the periods indicated:
December 31, 2024
Less than 12 Months
12 Months or Longer
Total
Dollars in thousands
Estimated Fair
Value
Gross
Unrealized
Losses
Estimated Fair
Value
Gross
Unrealized
Losses
Estimated Fair
Value
Gross
Unrealized
Losses
Restricted investments
$
2,205
$
(13)
$
—
$
—
$
2,205
$
(13)
December 31, 2023
Less than 12 Months
12 Months or Longer
Total
Dollars in thousands
Estimated Fair
Value
Gross Unrealized
Losses
Estimated Fair
Value
Gross Unrealized
Losses
Estimated Fair
Value
Gross Unrealized
Losses
Restricted investments
$
—
$
—
$
18,633
$
(472)
$
18,633
$
(472)
The restricted AFS investments consist of U.S. Treasuries which are measured at fair value and include accrued interest receivables
of $13 thousand and $0.3 million as of December 31, 2024 and 2023, respectively. The investments consist of highly rated securities
backed by the U.S. federal government. As a result, the Company has not recorded an allowance for credit losses related to the
restricted AFS investments.

Regional Management Corp. | 2024 Annual Report on Form 10-K | 83
The following tables include the amortized cost and estimated fair values of restricted AFS investments by contractual maturity as of
the period indicated:
December 31, 2024
Dollars in thousands
Amortized Cost
Estimated Fair Value
Due in one year
$
19,415
$
19,507
Due within one year to five years
2,218
2,205
Due within five years to ten years
—
—
Due after ten years
—
—
Total
$
21,633
$
21,712
The Company had no gross realized gains but had gross realized losses of $20 thousand during the year ended December 31, 2024.
The Company had no gross realized gains or losses during the years ended December 31, 2023 and 2022, respectively. For additional
information on the Company's restricted AFS investments, see Note 13, "Disclosure About Fair Value of Financial Instruments."
Note 6. Property and Equipment
For the periods indicated, property and equipment consisted of the following:
December 31,
Dollars in thousands
2024
2023
Furniture, fixtures, and equipment
$
28,285
$
27,228
Leasehold improvements
18,033
16,880
Property and equipment cost
46,318
44,108
Less accumulated depreciation
32,641
30,321
Property and equipment, net
$
13,677
$
13,787
Depreciation expense for the years ended December 31, 2024, 2023, and 2022 totaled $4.8 million, $4.6 million, and $4.1 million,
respectively.
Note 7. Leases
The Company maintains lease agreements related to its branch network and for its corporate headquarters. The branch lease
agreements range from three to seven years and generally contain options to extend from three to five years. The corporate
headquarters lease agreement is for eleven years and contains options to extend for ten years. All of the Company’s lease
agreements are considered operating leases. None of the Company’s lease payments are dependent on an index that may change
after the commencement date.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 84
Future minimum lease payments on the Company’s lease liabilities are as follows:
Dollars in thousands
December 31, 2024
2025
$
11,001
2026
10,516
2027
8,369
2028
5,691
2029
4,214
Thereafter
7,938
Total
47,729
Present value adjustment
(7,150)
Lease liability
$
40,579
The Company’s operating and short-term lease expenses are presented below:
Year Ended December 31,
Dollars in thousands
2024
2023
2022
Operating leases
$
11,526
$
10,587
$
9,457
Short-term leases
221
447
745
Total
$
11,747
$
11,034
$
10,202
The Company’s weighted-average remaining lease term and discount rate for the periods indicated are as follows:
December 31, 2024
December 31, 2023
Weighted-average remaining lease term (in years)
5.1
5.5
Weighted-average discount rate
6.2%
5.7%
Rent expense for the years ended December 31, 2024, 2023, and 2022 equaled $11.7 million, $11.0 million, and $10.2 million,
respectively. In addition to rent, the Company typically pays for all operating expenses, property taxes, and repairs and maintenance
on properties that it leases.
Note 8. Intangible Assets
The following table provides the gross carrying amount and related accumulated amortization of intangible assets for the periods
indicated:
December 31, 2024
December 31, 2023
Dollars in thousands
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Software
$
43,869
$
(20,061)
$
23,808
$
30,825
$
(15,695)
$
15,130
Other
950
(234)
716
950
(234)
716
Total
$
44,819
$
(20,295)
$
24,524
$
31,775
$
(15,929)
$
15,846
Intangible amortization expense for the years ended December 31, 2024, 2023, and 2022 totaled $4.4 million, $3.7 million, and $2.9
million, respectively. As of December 31, 2024, the Company’s weighted-average amortization period for software was 6.0 years.
The following table sets forth the future amortization of software:
Dollars in thousands
Amount
2025
$
5,186
2026
5,189
2027
4,033
2028
3,289
2029
2,599
Thereafter
3,512
Total
$
23,808

Regional Management Corp. | 2024 Annual Report on Form 10-K | 85
Note 9. Other Assets
Other assets include the following as of the periods indicated:
December 31,
Dollars in thousands
2024
2023
Prepaid expenses
$
8,690
$
9,661
Credit insurance receivable
2,840
2,759
Card payments receivable
2,587
5,666
Warehouse credit facilities debt issue costs
2,236
2,362
Income tax receivable
1,708
7,260
Other
2,805
1,711
Total
$
20,866
$
29,419
Note 10. Interest Rate Caps
The Company previously purchased interest rate cap contracts to manage the risk associated with LIBOR-based borrowings. Each
contract was collateralizable and contained a strike rate against the one-month LIBOR. When the one-month LIBOR exceeded the
strike rate, the counterparty remitted to the Company for the excess over the strike rate. No payment was required by the Company
or the counterparty when the one-month LIBOR was below the strike rate.
As of September 30, 2022, the Company no longer maintained interest rate cap protections.
The following is a summary of changes in fair value of the interest rate caps for the periods indicated:
As of and for the Years Ended December 31
Dollars in thousands
2024
2023
2022
Beginning balance
$
—
$
—
$
6,586
Purchases
—
—
—
Sales
—
—
(19,720)
Fair value adjustment included as a decrease in interest expense
—
—
13,134
Ending balance
$
—
$
—
$
—
Note 11. Variable Interest Entities
As part of its overall funding strategy, the Company has transferred certain finance receivables to affiliated VIEs for asset-backed
financing transactions, including securitizations. The Company’s revolving warehouse credit facilities and securitizations are issued
by the Company’s SPEs, which are considered VIEs under GAAP and are consolidated into the financial statements of their primary
beneficiary.
These debts are supported by the expected cash flows from the underlying collateralized finance receivables. Collections on these
finance receivables are remitted to restricted cash collection accounts, which totaled $117.1 million and $109.9 million as of
December 31, 2024 and December 31, 2023, respectively. Cash inflows from the finance receivables are distributed to the
lenders/investors, the service providers, and/or the residual interest that the Company owns in accordance with a monthly
contractual priority of payments. The SPEs pay a servicing fee to the Company, which is eliminated in consolidation. Distributions
from the SPEs to the Company are permitted under the debt arrangements.
At each sale of receivables from the Company’s affiliates to the SPEs, the Company makes certain representations and warranties
about the quality and nature of the collateralized receivables. The debt arrangements require the Company to repurchase the
receivables in certain circumstances, including circumstances in which the representations and warranties made by the Company
concerning the quality and characteristics of the receivables are inaccurate. Assets transferred to each SPE are legally isolated from
the Company and its affiliates, as well as the claims of the Company’s and its affiliates’ creditors. Further, the assets of each SPE are
owned by such SPE and are not available to satisfy the debts or other obligations of the Company or any of its affiliates.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 86
The following table presents the assets and liabilities of our consolidated VIEs:
2024
2023
Assets
Cash
$
378
$
378
Net finance receivables
1,317,604
1,278,568
Allowance for credit losses
(136,850)
(133,207)
Restricted cash
130,970
123,899
Other assets
3,078
2,880
Total assets
$ 1,315,180
$ 1,272,518
Liabilities
Net debt
1,253,096
1,200,380
Accounts payable and accrued expenses
19
218
Total liabilities
$ 1,253,115
$ 1,200,598
Note 12. Debt
The following is a summary of the Company’s debt as of the periods indicated:
December 31, 2024
December 31, 2023
Dollars in thousands
Debt
Unamortized
Debt
Issuance
Costs (1)
Net Debt
Debt
Unamortized
Debt
Issuance
Costs (1)
Net Debt
Revolving credit facilities
$
315,904 $
(437) $
315,467
$
245,546 $
(606) $
244,940
Securitizations
1,162,432
(5,901)
1,156,531
1,154,268
(3,972)
1,150,296
Total
$ 1,478,336 $
(6,338) $ 1,471,998
$ 1,399,814 $
(4,578) $ 1,395,236
Unused amount of revolving credit facilities
(subject to borrowing base)
$
466,164
$
551,508
(1) Unamortized debt issuance costs related to the revolving warehouse credit facilities are presented within other assets in the
consolidated balance sheets. These credit facilities had $2.2 million and $2.4 million in such costs as of December 31, 2024 and
December 31, 2023, respectively.
Revolving Credit Facilities: The Company’s revolving credit facilities are secured by substantially all of the Company’s finance
receivables and equity interests of the majority of its subsidiaries. The Company pays unused commitment fees on its revolving
credit facilities, generally based upon the average outstanding balance. As of December 31, 2024, the Company held $4.0 million in
unrestricted cash. The Company had $132.9 million of immediate available liquidity to draw down cash under the senior revolving
credit facility and had no immediate availability to draw down cash under any of its revolving warehouse credit facilities as of
December 31, 2024; however, each of the Company’s revolving warehouse credit facilities holds restricted cash reserves to satisfy
provisions of its respective credit agreement.
The following table includes the key terms under each of the Company’s revolving credit facilities as of December 31, 2024:
Dollars in thousands
Total Credit
Facility
Debt
Balance
Restricted
Cash
Reserves
Advance
Rate Cap
Current
Advance
Rate
Unused
Commitment Fee
Revolving
Period End
Date
Maturity Date
Senior (1)
$ 355,000 $ 219,339 $
—
83%
75%
0.5% - 1.0%
N/A
Sep 2025
RMR IV warehouse
125,000
4,792
61
79%
79%
0.4% - 0.7%
May 2025
May 2026
RMR V warehouse (2)
100,000
52,307
325
80%
80%
0.4% - 0.7%
Nov 2026
Nov 2027
RMR VI warehouse (3) (4)
75,000
2,443
32
75%
75%
0.5%
Feb 2025
Feb 2026
RMR VII warehouse (5)
125,000
37,023
242
76%
76%
0.4% - 0.7%
N/A
Oct 2026
Total
$ 780,000 $ 315,904 $
660
(1) In February 2024, the Company amended its senior revolving credit facility to, among other things, reduce the availability under
the facility from $420 million to $355 million and extend the maturity date to September 2025.

Regional Management Corp. | 2024 Annual Report on Form 10-K | 87
(2) Following a November 2024 amendment, the revolving period end date is now November 2026 (previously November 2024).
(3) Following a March 2024 amendment, advances on the facility are capped at 75% of eligible finance receivables (previously 80%).
(4) See Note 21, “Subsequent Events,” for information regarding the amendment of this facility following the end of the fiscal year.
(5) In October 2024, the Company amended its RMR VII warehouse credit facility to, among other things, (i) increase the credit
facility to $125 million (previously $75 million); (ii) decrease the advance rate cap to 76% (previously 80%); (iii) extend the scheduled
commitment termination date to October 2026 (previously October 2024); and (iv) align the legal final maturity date and scheduled
commitment termination date (previously the revolving period end date).
Borrowings under the revolving credit facilities bear interest, payable monthly, at a rate equal to the sum of any applicable floor,
benchmark adjustment, margin, and the market rate of each respective rate type that was effective as of December 31, 2024 (as
follows):
Floor
Benchmark
Adjustment
Margin
Rate Type
Effective Interest Rate
Senior
0.5%
0.1%
3.0%
1-month SOFR
7.7%
RMR IV warehouse
—
0.1%
2.8%
1-month SOFR
7.5%
RMR V warehouse
—
—
2.1%
Conduit
6.9%
RMR VI warehouse
—
0.1%
2.5%
1-month SOFR
7.2%
RMR VII warehouse (1)
—
—
2.4%
1-month SOFR
7.0%
(1) Following an October 2024 amendment, the margin was reduced to 2.40% (previously 3.00%).
Securitizations: From time to time, the Company and its SPE, RMR III, complete private offerings and sales of asset-backed notes
through the Company’s Issuance Trusts. The asset-backed notes are secured by finance receivables and other related assets that
RMR III purchased from the Company, which RMR III then sells and transfers to the Issuance Trusts. The Issuance Trusts hold
restricted cash reserves to satisfy provisions of the transaction documents. Borrowings under the securitizations bear interest,
payable monthly, and principal repayments begin the month subsequent to the end of the revolving period. Prior to maturity, the
Company may redeem the notes in full, but not in part, at its option on securitization-specific, designated dates. No payments of
principal of the notes will be made during the revolving periods.
The following table includes the key terms under each of the Company’s securitizations as of December 31, 2024:
Dollars in thousands
Issue Date
Issue Amount
Debt Balance
Restricted
Cash Reserves
Effective
Interest Rate
Revolving Period
End Date
Maturity Date
RMIT 2020-1
Sep 2020
$
180,000 $
46,769 $
1,875
4.3%
Sep 2023
Oct 2030
RMIT 2021-1
Feb 2021
248,700
101,550
2,604
2.7%
Feb 2024
Mar 2031
RMIT 2021-2
Jul 2021
200,000
200,191
2,083
2.3%
Jul 2026
Aug 2033
RMIT 2021-3
Oct 2021
125,000
125,202
1,471
3.9%
Sep 2026
Oct 2033
RMIT 2022-1
Feb 2022
250,000
250,374
2,646
3.6%
Feb 2025
Mar 2032
RMIT 2024-1 (1)
Jun 2024
187,305
187,788
1,078
6.2%
May 2027
Jul 2036
RMIT 2024-2 (2)
Nov 2024
250,000
250,558
1,418
5.3%
Nov 2026
Dec 2033
Total
$ 1,441,005 $ 1,162,432 $
13,175
(1) In June 2024, the Company, its SPE, RMR III, and the Company’s indirect SPE, RMIT 2024-1, completed a private offering and sale
of $187 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate, asset-backed notes by
RMIT 2024-1. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from the
Company, which RMR III then sold and transferred to RMIT 2024-1. Prior to maturity in July 2036, the Company may redeem the
notes in full, but not in part, at its option on any note payment date on or after the payment date occurring in June 2027. No
payments of principal of the notes will be made during the revolving period.
(2) In November 2024, the Company, its SPE, RMR III, and the Company’s indirect SPE, RMIT 2024-2, completed a private offering
and sale of $250 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate, asset-backed
notes by RMIT 2024-1. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased
from the Company, which RMR III then sold and transferred to RMIT 2024-1. Prior to maturity in December 2033, the Company may
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 88
redeem the notes in full, but not in part, at its option on any note payment date on or after the payment date occurring in December
2026. No payments of principal of the notes will be made during the revolving period.
RMIT 2022-2B Securitization: In October 2022, the Company, its wholly owned SPE, RMR III, and its indirect wholly owned SPE, RMIT
2022-2B, completed a private offering and sale of $200 million of asset-backed notes. In November 2024, the Company and RMR III
exercised the right to make an optional principal repayment in full, and in connection with such prepayment, the securitization
terminated.
The Company’s debt arrangements are subject to certain covenants, including monthly and annual reporting, maintenance of
specified interest coverage and debt ratios, restrictions on distributions, limitations on other indebtedness, and certain other
restrictions. As of December 31, 2024, the Company was in compliance with all debt covenants.
The following is a summary of estimated future principal payments required on outstanding debt:
Dollars in thousands
Amount
2025
$
466,626
2026
285,124
2027
499,389
2028
196,828
2029
26,296
Thereafter
—
Total
$
1,474,263
Note 13. Stockholders’ Equity
Stock repurchase program: In December 2024, the Company announced that the Board had authorized a $30 million stock
repurchase program. The authorization was effective immediately and extends through December 31, 2026. As of December 31,
2024, the Company had repurchased 105 thousand shares of common stock at a total cost of $3.5 million.
The following is a summary of the Company’s repurchased shares of common stock for the periods indicated:
Year Ended December 31,
Dollars in thousands, except per share amounts
2024
2023
2022
Common stock repurchased
105
—
437
Weighted-average cost per share
$
33.86
$
—
$
47.14
Total cost of common stock repurchased
$
3,540
$
—
$
20,613
Quarterly cash dividend: The Board may in its discretion declare and pay cash dividends on the Company’s common stock. The
following table presents the dividends declared per share of common stock for the periods indicated:
Year Ended December 31,
2024
2023
2022
Dividends declared per common share
$
1.20
$
1.20
$
1.20
See Note 21, “Subsequent Events,” for information regarding the Company’s cash dividend following the end of the fiscal year.
Note 14. Disclosure About Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is
practicable to estimate that value:
Cash and restricted cash: Cash and restricted cash is recorded at cost, which approximates fair value due to its highly liquid nature.
Restricted AFS investments: The fair value of U.S. Treasury securities is priced using an external pricing service which the Company
corroborates using a secondary external vendor. For additional information on the Company's restricted AFS investments, see Note
5, "Restricted Available-for-Sale Investments."

Regional Management Corp. | 2024 Annual Report on Form 10-K | 89
Net finance receivables: The Company determines the fair value of net finance receivables using a discounted cash flows
methodology. The application of this methodology requires the Company to make certain estimates and judgments. These estimates
and judgments include, but are not limited to, prepayment rates, default rates, loss severity, and risk-adjusted discount rates.
Debt: The Company estimates the fair value of debt using estimated credit marks based on an index of similar financial instruments
(credit facilities) and projected cash flows from the underlying collateralized finance receivables (securitizations), each discounted
using a risk-adjusted discount rate.
Certain of the Company’s assets estimated fair value are classified and disclosed in one of the following three categories:
Level 1 – Quoted market prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets
that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Unobservable inputs that are not corroborated by market data.
In determining the appropriate levels, the Company performs an analysis of the assets and liabilities that are estimated at fair value.
At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs
are classified as Level 3.
The following table includes the carrying amounts and estimated fair values of financial assets and liabilities disclosed but not carried
at fair value:
December 31, 2024
December 31, 2023
Dollars in thousands
Carrying
Amount
Estimated Fair
Value
Carrying
Amount
Estimated Fair
Value
Assets
Level 1
Cash
$
3,951
$
3,951
$
4,509
$
4,509
Restricted cash
131,684
131,684
124,164
124,164
Level 3
Net finance receivables, less unearned insurance
premiums and allowance for credit losses
1,644,967
1,695,325
1,536,118
1,603,737
Liabilities
Level 3
Debt
1,478,336
1,428,607
1,399,814
1,308,349
The following table includes the carrying amounts and estimated fair values of amounts the Company measures at fair value on a
recurring basis:
December 31, 2024
December 31, 2023
Dollars in thousands
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
Assets
Level 2
Restricted AFS investments
21,712
21,712
22,740
22,740
As of the periods indicated above, there were no financial assets or liabilities measured at fair value on a non-recurring basis.
Note 15. Income Taxes
The Company and its subsidiaries file a consolidated federal income tax return. The Company files consolidated or separate state
income tax returns as required by individual states in which it operates. The Company is generally no longer subject to federal, state,
or local income tax examinations by taxing authorities before 2021. However, the Company remains subject to examination in
Wisconsin for its 2020 tax return and in Texas for its 2018, 2019, and 2020 tax returns.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 90
Income tax expense attributable to total income before income taxes consists of the following for the periods indicated:
Year Ended December 31,
Dollars in thousands
2024
2023
2022
Current:
Federal
$
7,886
$
3,567
$
7,383
State and local
724
1,146
1,948
8,610
4,713
9,331
Deferred:
Federal
3,821
289
5,247
State and local
417
(177)
(481)
4,238
112
4,766
Total
$
12,848
$
4,825
$
14,097
Income tax expense differed from the amount computed by applying the federal income tax rate to total income before income
taxes as a result of the following:
Year Ended December 31,
2024
2023
2022
Dollars in thousands
$
%
$
%
$
%
Federal tax expense at statutory rate
$
11,356
21.0%
$
4,364
21.0%
$
13,717
21.0%
Increase (reduction) in income taxes resulting from:
State tax, net of federal benefit
1,124
2.1%
882
4.2%
1,134
1.7%
Non-deductible compensation
1,334
2.5%
1,021
4.9%
627
1.0%
Excess tax (benefits) deficiencies from share-based awards
(67)
(0.1)%
301
1.4%
(344)
(0.5)%
Research and development
(859)
(1.6)%
(1,459)
(7.0)%
(1,222)
(1.9)%
Other
(40)
(0.1)%
(284)
(1.3)%
185
0.3%
Total
$
12,848
23.8%
$
4,825
23.2%
$
14,097
21.6%

Regional Management Corp. | 2024 Annual Report on Form 10-K | 91
Net deferred tax assets and liabilities consist of the following as of the periods indicated:
December 31,
Dollars in thousands
2024
2023
Deferred tax assets:
Allowance for credit losses
$
47,296
$
44,200
Lease liability
9,716
8,711
Unearned insurance commissions
7,760
7,729
Research and experimental expenditures
4,408
4,100
Share-based compensation
3,011
2,870
Accrued expenses
2,444
2,542
State net operating loss carryforward
1,638
1,548
Unearned premium reserves
234
225
Other
59
134
Deferred tax assets
76,566
72,059
Deferred tax liabilities:
Fair market value adjustment of net finance receivables
49,942
42,713
Lease assets
9,207
8,173
Deferred loan costs
4,162
3,658
Depreciation and software amortization
2,580
2,353
Prepaid expenses
1,305
1,521
Other
84
—
Deferred tax liabilities
67,280
58,418
Deferred tax assets, net
$
9,286
$
13,641
The Company had a state net operating loss carryforward of approximately $52.0 million as of December 31, 2024. These
carryforwards are available to offset future taxable income. If not used, the carryforward will expire beginning in 2032.
Companies are not permitted to recognize the tax benefit attributable to a tax position unless such position is more likely than not
to be sustained upon examination by taxing authorities, based solely on the technical merits of the position. At December 31, 2024,
the Company had $1.0 million of unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company
recognizes interest and penalties accrued related to unrecognized tax benefits in the income tax line of the consolidated statements
of comprehensive income. The Company recognized approximately $0.1 million, $0.1 million, and $19 thousand of interest and
penalties during the years ended December 31, 2024, 2023, and 2022, respectively.
The following schedule reconciles unrecognized tax positions for the periods indicated:
As of and for the Years Ended December 31,
Dollars in thousands
2024
2023
2022
Beginning balance
$
733
$
414
$
—
Additions based on tax positions related to the current year
247
268
233
Additions for tax positions of prior years
4
51
181
Ending balance
$
984
$
733
$
414
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 92
Note 16. Earnings Per Share
The following schedule reconciles the computation of basic and diluted earnings per share for the periods indicated:
Year Ended December 31,
Dollars in thousands, except per share amounts
2024
2023
2022
Numerator:
Net income
$
41,227
$
15,958
$
51,224
Denominator:
Weighted-average shares outstanding for basic earnings per share
9,640
9,398
9,296
Effect of dilutive securities
317
195
360
Weighted-average shares adjusted for dilutive securities
9,957
9,593
9,656
Earnings per share:
Basic
$
4.28
$
1.70
$
5.51
Diluted
$
4.14
$
1.66
$
5.30
The Company excluded outstanding shares of common stock totaling 0.2 million, 0.4 million, and 0.3 million for the years ended
December 31, 2024, 2023, and 2022, respectively, from the computation of diluted earnings per share because they were anti-
dilutive.
Note 17. Share-Based Compensation
The Company previously adopted the 2015 Plan (including re-approval as amended and restated in April 2017 and May 2021). On
May 16, 2024, the stockholders of the Company approved the 2024 Plan. As of December 31, 2024, subject to adjustments as
provided in the 2024 Plan, the maximum aggregate number of shares of the Company’s common stock that could be issued under
the 2024 Plan could not exceed the sum of (i) 381,000 shares plus (ii) any shares remaining available for the grant of awards as of
May 16, 2024 under the 2015 Plan, plus (iii) any shares subject to an award granted under the 2015 Plan which award is forfeited,
cash-settled, cancelled, terminated, expires, or lapses for any reason after May 16, 2024 without the issuance of shares or pursuant
to which such shares are forfeited (subject to adjustment for anti-dilution purposes as provided in the 2024 Plan). Of the amount
described in the preceding sentence, no more than 381,000 shares may be issued under the 2024 Plan pursuant to the grant of
incentive stock options (subject to adjustment for anti-dilution purposes). As of May 16, 2024, there were 1.0 million shares
available for grant under the 2024 Plan, inclusive of shares previously available for grant under the 2015 Plan that were rolled over
to the 2024 Plan. No further grants will be made under the 2015 Plan. However, awards that are outstanding under the 2015 Plan
will continue in accordance with their respective terms. As of December 31, 2024, there were 0.5 million shares available for grant
under the 2024 Plan.
For the years ended December 31, 2024, 2023, and 2022, the Company recorded share-based compensation expense of $11.2
million, $11.8 million, and $10.8 million, respectively. As of December 31, 2024, unrecognized share-based compensation expense to
be recognized over future periods approximated $11.2 million. This amount will be recognized as expense over a weighted-average
period of 1.6 years. Share-based compensation expenses are recognized on a straight-line basis over the requisite service period of
the agreement. All share-based compensation is classified as equity awards. During the year ended December 31, 2024, share-based
compensation of $0.8 million was capitalized as software. There was no capitalization of share-based compensation for the years
ended December 31, 2023 and 2022.
The Company allows for the settlement of share-based awards on a net share basis. With net share settlement, the employee does
not surrender any cash or shares upon the exercise of stock options or the vesting of stock awards or stock units. Rather, the
Company withholds the number of shares with a value equivalent to the option exercise price (for stock options) and the statutory
tax withholding (for all share-based awards). Net share settlements have the effect of reducing the number of shares that would
have otherwise been issued as a result of exercise or vesting.
Long-term incentive program: The Company issues PRSUs, service-based RSUs, and RSAs to certain members of senior management
under the Company’s LTIP. Recurring annual grants are made at the discretion of the Board. The annual grants are subject to cliff-
and graded-vesting, generally concluding at the end of the third calendar year and subject to continued employment or as otherwise
provided in the underlying award agreements. Vested PRSUs are subject to an additional one-year holding period following the
vesting date. The actual value of the PRSUs that may be earned can range from 0% to 150% of target based on positive or negative
cumulative total shareholder return concluding at the end of the third calendar year.

Regional Management Corp. | 2024 Annual Report on Form 10-K | 93
Prior to 2022, the Company issued NQSOs, performance-contingent RSUs, CSPUs, and RSAs to certain members of senior
management under the LTIP. The CSPUs were cash incentive awards, and the associated expense was not based on the market price
of the Company’s common stock. These annual grants were subject to cliff- and graded-vesting, generally concluding at the end of
the third calendar year and subject to continued employment or as otherwise provided in the underlying award agreements. The
actual value of the performance-contingent RSUs and CSPUs that could be earned ranged from 0% to 150% of target based on the
percentile ranking of the Company’s compound annual growth rate of pre-provision net income and pre-provision net income per
share compared to a public company peer group over a three-year performance period.
Key team member incentive program: The Company also has a KTIP for certain other members of senior management. Recurring
annual participation in the program is at the discretion of the Board and executive management. The annual grants are subject to
graded-vesting, generally concluding at the end of the third calendar year and subject to continued employment or as otherwise
provided in the underlying award agreements.
Prior to 2024, the annual grant was subject to performance over a one-year period. Payout under the program ranged from 0% to
150% of target based on the achievement of five Company performance metrics and individual performance goals (subject to
continued employment and certain other terms and conditions of the program). If earned, an RSA was issued following the one-year
performance period that vested ratably over a subsequent two-year period (subject to continued employment or as otherwise
provided in the underlying award agreement).
Inducement and retention program: From time to time, the Company issues stock awards and other long-term incentive awards in
conjunction with employment offers to select new employees and retention grants to select existing employees. The Company
issues these awards to attract and retain talent and to provide market competitive compensation. The grants have various vesting
terms, including fully-vested awards at the grant date, cliff-vesting, and graded-vesting over periods of up to five years (subject to
continued employment or as otherwise provided in the underlying award agreements).
Non-employee director compensation program: The Company awards its non-employee directors a cash retainer and shares of
restricted common stock. The RSAs are granted on the fifth business day following the Company’s annual meeting of stockholders
and fully vest upon the earlier of the first anniversary of the grant date or the completion of the directors’ annual service to the
Company (so long as the period between the date of the annual stockholders’ meeting related to the grant date and the date of the
next annual stockholders’ meeting is not less than 50 weeks).
The following are the terms and amounts of the awards issued under the Company’s share-based incentive programs:
Non-qualified stock options: The exercise price of all stock options is equal to the Company’s closing stock price on the date of
grant. Stock options are subject to various vesting terms, including graded- and cliff-vesting over periods of up to five years. In
addition, stock options vest and become exercisable in full or in part under certain circumstances, including following the occurrence
of a change of control (as defined in the option award agreements). Participants who are awarded options must exercise their
options within a maximum of ten years of the grant date.
The fair value of option grants was estimated on the grant date using the Black-Scholes option-pricing model. Beginning in 2022, the
Company no longer issues NQSOs as part of its annual long-term incentive program.
The following table summarizes the stock option activity for the year ended December 31, 2024:
Dollars in thousands, except per share amounts
Number of
Shares
Weighted-Average
Exercise Price
Per Share
Weighted-Average
Remaining
Contractual Life
(Years)
Aggregate Intrinsic
Value
Options outstanding at January 1, 2024
509
$
23.32
Granted
—
—
Exercised
(65)
21.06
Forfeited
—
—
Expired
—
—
Options outstanding at December 31, 2024
444
$
23.65
4.4
$
4,584
Options exercisable at December 31, 2024
444
$
23.65
4.4
$
4,584
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 94
The following table provides additional stock option information for the periods indicated:
Year Ended December 31,
Dollars in thousands, except per share amounts
2024
2023
2022
Weighted-average grant date fair value per share
$
—
$
—
$
—
Intrinsic value of options exercised
$
718
$
277
$
2,142
Fair value of stock options that vested
$
—
$
544
$
849
Performance restricted stock units: Compensation expense for PRSUs is based on the fair value of the award estimated on the grant
date using the Monte Carlo valuation model. The following are the weighted-average assumptions for the PRSU grants for the
periods indicated:
Year Ended December 31,
2024
2023
2022
Expected volatility
42.48%
40.18%
39.24%
Expected dividends
2.30%
2.24%
—
Risk-free rate
5.21%
5.21%
1.05%
Discount for post-vesting restrictions
9.19%
8.48%
11.93%
The following table summarizes PRSU activity for the year ended December 31, 2024:
Dollars and units in thousands, except per unit amounts
Units
Weighted-Average
Grant Date
Fair Value Per Unit
Non-vested units at January 1, 2024
175
$
39.94
Granted
136
26.21
Achieved performance adjustment
—
—
Vested
—
—
Forfeited
—
—
Non-vested units at December 31, 2024
311
$
33.93
The following table provides additional PRSU information for the periods indicated:
Year Ended December 31,
Dollars in thousands, except per unit amounts
2024
2023
2022
Weighted-average grant date fair value per unit
$
26.21
$
32.40
$
52.07
Fair value of PRSUs that vested
$
—
$
—
$
—
Performance-contingent restricted stock units: Compensation expense for performance-contingent RSUs is based on the
Company’s closing stock price on the date of grant and the probability that certain financial goals will be achieved over the
performance period. Compensation expense is estimated based on expected performance and is adjusted at each reporting period.
The following table summarizes performance-contingent RSU activity for the year ended December 31, 2024:
Dollars in thousands, except per unit amounts
Units
Weighted-Average Grant
Date Fair Value Per Unit
Non-vested units at January 1, 2024
45
$
30.22
Granted (target)
—
—
Achieved performance adjustment
—
—
Vested
(45)
30.22
Forfeited
—
—
Non-vested units at December 31, 2024
—
$
—

Regional Management Corp. | 2024 Annual Report on Form 10-K | 95
The following table provides additional performance-contingent RSU information for the periods indicated:
Year Ended December 31,
Dollars in thousands, except per unit amounts
2024
2023
2022
Weighted-average grant date fair value per unit
$
—
$
—
$
—
Fair value of RSUs that vested
$
1,371
$
1,445
$
513
Restricted stock units: The fair value and compensation expense of the primary portion of the Company’s service-based RSUs are
calculated using the Company’s closing stock price on the date of grant. These RSUs include RSUs granted pursuant to the
Company’s LTIP.
The following table summarizes service-based RSU activity for the year ended December 31, 2024:
Dollars and units in thousands, except per unit amounts
Units
Weighted-Average
Grant Date
Fair Value Per Unit
Non-vested units at January 1, 2024
—
$
—
Granted (target)
53
28.20
Vested
(18)
28.20
Forfeited
—
—
Non-vested units at December 31, 2024
35
$
28.20
The following table provides additional service-based RSU information for the periods indicated:
Year Ended December 31,
Dollars in thousands, except per unit amounts
2024
2023
2022
Weighted-average grant date fair value per unit
$
28.20
$
—
$
—
Fair value of RSUs that vested
$
500
$
—
$
—
Restricted stock awards: The fair value and compensation expense of the primary portion of the Company’s RSAs are calculated
using the Company’s closing stock price on the date of grant. These RSAs include director awards, inducement awards, RSAs granted
pursuant to the Company’s LTIP, and, beginning in 2024, RSAs granted pursuant to the Company’s KTIP.
Prior to 2024, the Company’s KTIP was administered as a performance-based program. The fair value and compensation expense of
RSAs granted pursuant to the Company’s performance-based KTIP was calculated using the Company’s closing stock price on the
date of grant and the probability that certain financial goals would be achieved over the performance period. Compensation
expense was estimated based on expected performance and was adjusted at each reporting period.
The following table summarizes RSA activity for the year ended December 31, 2024:
Dollars in thousands, except per share amounts
Shares
Weighted-Average Grant Date
Fair Value Per Share
Non-vested shares at January 1, 2024
190
$
35.89
Granted
372
28.52
Vested
(217)
34.36
Forfeited
(11)
31.83
Non-vested shares at December 31, 2024
334
$
28.80
The following table provides additional RSA information for the periods indicated:
Year Ended December 31,
Dollars in thousands, except per share amounts
2024
2023
2022
Weighted-average grant date fair value per share
$
28.52
$
34.25
$
40.76
Fair value of RSAs that vested
$
7,467
$
8,787
$
7,274
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 96
Note 18. Commitments and Contingencies
In the normal course of business, the Company has been named as a defendant in legal actions in connection with its activities.
Some of the actual or threatened legal actions include claims for compensatory damages or claims for indeterminate amounts of
damages. The Company contests liability and the amount of damages, as appropriate, in each pending matter.
Where available information indicates that it is probable that a liability has been incurred and the Company can reasonably estimate
the amount of that loss, the Company accrues the estimated loss by a charge to net income.
However, in many legal actions, it is inherently difficult to determine whether any loss is probable, or even reasonably possible, or to
estimate the amount of loss. This is particularly true for actions that are in their early stages of development or where plaintiffs seek
indeterminate damages. In addition, even where a loss is reasonably possible or an exposure to loss exists in excess of the liability
already accrued, it is not always possible to reasonably estimate the size of the possible loss or range of loss. Before a loss,
additional loss, range of loss, or range of additional loss can be reasonably estimated for any given action, numerous issues may
need to be resolved, including through lengthy discovery, following determination of important factual matters, and/or by
addressing novel or unsettled legal questions.
For certain other legal actions, the Company can estimate reasonably possible losses, additional losses, ranges of loss, or ranges of
additional loss in excess of amounts accrued, but the Company does not believe, based on current knowledge and after consultation
with counsel, that such losses will have a material adverse effect on the consolidated financial statements.
While the Company will continue to identify legal actions where it believes a material loss to be reasonably possible and reasonably
estimable, there can be no assurance that material losses will not be incurred from claims that the Company has not yet been
notified of or are not yet determined to be probable, or reasonably possible and reasonable to estimate.
The Company expenses legal costs as they are incurred.
Note 19. Insurance Products and Reinsurance of Certain Risks
RMC Reinsurance, Ltd. is a wholly owned insurance subsidiary of the Company. The Company sells optional insurance products to its
customers in connection with its lending operations. These optional products include credit life, credit accident and health, credit
property, vehicle single interest, and credit involuntary unemployment insurance. The type and terms of our optional insurance
products vary from state to state based on applicable laws and regulations. Insurance premiums are remitted to an unaffiliated
company that issues the policy to the customer. This unaffiliated company cedes the premiums to RMC Reinsurance, Ltd. Life
insurance premiums are ceded to the Company as written and non-life products are ceded as earned. Unearned insurance
premiums represent insurance premiums, net of premiums held by the unaffiliated insurance underwriter, that will be earned over
the terms of the policies.
The Company maintains a restricted reserve comprised of restricted cash and restricted AFS investments for life insurance claims in
an amount determined by the ceding company. At December 31, 2024 and 2023, the restricted reserves consisted of $21.2 million
and $21.9 million of unearned premium reserves, respectively, and $1.2 million of unpaid claim reserves for both periods. For non-
life products, the Company had no unpaid claim reserves at both December 31, 2024 and 2023, as changes in claim reserves are
settled between the Company and the unaffiliated insurance underwriter as they are incurred. For the year ended December 31,
2024, non-life unpaid claim reserves, included in insurance income, net as presented in the table below, increased $0.8 million. For
the year ended December 31, 2023, non-life unpaid claim reserves decreased $0.2 million, and increased $0.5 million for the year
ended December 31, 2022.
Insurance income, net consists primarily of earned premiums, net of certain direct costs, from the sale of various optional payment
and collateral protection insurance products offered to customers who obtain loans directly from the Company. Earned premiums
are accounted for over the period of the underlying reinsured policies using assumptions consistent with the policy terms. Direct
costs included in insurance income, net are claims paid, changes in claims reserves, ceding fees, and premium taxes paid. The
Company does not allocate to insurance income, net, any other head office or branch administrative costs associated with managing
its insurance operations, managing its captive insurance company, marketing and selling insurance products, legal and compliance
review, or internal audits.

Regional Management Corp. | 2024 Annual Report on Form 10-K | 97
The following table summarizes the components of insurance income, net for the periods indicated:
Insurance Premiums and Direct Expenses
Dollars in thousands
2024
2023
2022
Earned premiums
$
57,312
$
59,830
$
60,190
Claims, reserves, and certain direct expenses
(16,617)
(15,301)
(16,688)
Insurance income, net
$
40,695
$
44,529
$
43,502
Apart from the various optional payment and collateral protection insurance products that the Company offers to customers, on
certain loans, the Company also collects a fee from customers and, in turn, purchases non-file insurance from an unaffiliated
insurance company for its benefit in lieu of recording and perfecting its security interest in personal property collateral. Non-file
insurance protects the Company from credit losses where, following an event of default, it is unable to take possession of personal
property collateral because its security interest is not perfected (for example, in certain instances where a customer files for
bankruptcy). In such circumstances, non-file insurance generally will pay to the Company an amount equal to the lesser of the loan
balance or the collateral value.
Note 20. Segment Reporting
The Company has one reportable segment: consumer finance. The Company allocates resources and assesses financial performance
on a consolidated basis because its product offerings require similar technology and marketing strategies, and do not significantly
differ on the bases of geographic areas and/or related regulatory environments. The Company’s chief executive officer is the CODM,
and is responsible for allocating resources and assessing financial performance.
The Company’s consolidated net income is the measure used by the CODM in evaluating the segment profit or loss of the
Company. The CODM uses net income results and impacts to assess performance and drive decision-making when allocating
resources. The Company’s financial results include the following measures’ amounts for the periods indicated that are either
reviewed by the CODM or are otherwise regularly provided to the CODM:
Year Ended December 31,
Dollars in thousands
2024
2023
2022
Interest income
$
491,308
$
454,856
$
416,969
Fee income
37,586
34,842
33,885
Insurance income, net
40,695
44,529
43,502
Other income
18,914
17,172
12,831
Provision for credit losses
212,200
220,034
185,115
Share-based compensation expense
11,171
11,755
10,768
Depreciation and amortization expense
9,186
8,218
7,072
Interest expense
74,530
67,463
34,223
Income tax expense
12,848
4,825
14,097
As part of the CODM’s review and evaluation process for allocating resources, the CODM is provided with only the consolidated
expenses as noted on the face of the Company’s consolidated statements of comprehensive income.
The following table presents the Company’s revenues from external customers for each significant product and service for the
periods indicated:
Year Ended December 31,
Dollars in thousands
2024
2023
2022
Large loans
$
337,708
$
323,898
$
288,516
Small loans
190,830
164,671
160,419
Retail loans
356
1,129
1,919
Interest and fee income
528,894
489,698
450,854
Insurance income, net
40,695
44,529
43,502
Other income
18,914
17,172
12,831
Total revenue
$
588,503
$
551,399
$
507,187
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 98
The Company operates in the consumer finance industry within the United States and, therefore, does not have any customer
concentration or international operations. See Note 3, “Concentrations of Credit Risk,” for additional information regarding the risks
relating to geographic concentration.
During the process for allocating resources for the Company, the CODM also receives asset information, primarily relating to total
assets. Total assets were $1.9 billion and $1.8 billion as of December 31, 2024 and 2023, respectively. The Company’s balance sheet
expenditures for long-lived assets either reviewed by the CODM or are otherwise regularly provided to the CODM are included in the
Company’s Consolidated Statements of Cash Flows. These expenditures are represented as “Purchases of intangible assets,”
“Purchases of property and equipment,” and “Operating leases paid” within the referenced statements.
Note 21. Subsequent Events
RMR VI revolving warehouse credit facility amendment: In January 2025, the Company amended its RMR VI revolving warehouse
credit facility to, among other things, (i) address changes to the definitions of “Concentration Limits” and “Level II Trigger Event,”
(ii) add certain additional direct and indirect subsidiaries of the Company to the definition of “Originator,” (iii) extend the “Scheduled
Commitment Termination Date” to February 2027, (iv) make certain clarifications to the eligibility criteria for “Eligible Receivables,”
(v) add definitions and amend related provisions to allow for interest on the loans to accrue based on the Daily Simple Secured
Overnight Financing Rate (as defined therein), and (vi) address amendments to and the incorporation of certain definitions relating
to the pledge of receivables representing an undivided fractional participation interests in such receivables originated by a bank
partner upon the satisfaction of certain conditions.
Certain pricing terms were modified pursuant to an amended and restated fee letter agreement. The terms of the amended and
restated fee letter agreement reduced the margin applied in calculating the rate of interest on the advances made pursuant to the
RMR VI Credit Agreement to 2.05% per annum. The amended revolving warehouse credit facility is described in greater detail in the
Current Report on Form 8-K filed by the Company with the SEC on February 5, 2025.
Quarterly cash dividend: In February 2025, the Company announced that the Board declared a quarterly cash dividend of $0.30 per
share. The dividend will be paid on March 13, 2025 to shareholders of record at the close of business on February 20, 2025. The
declaration, amount, and payment of any future cash dividends on shares of the Company’s common stock will be at the discretion
of the Board.

Regional Management Corp. | 2024 Annual Report on Form 10-K | 99
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
ITEM 9A.
CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of
our disclosure controls and procedures as of December 31, 2024. The term “disclosure controls and procedures,” as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure
that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s
management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions
regarding required disclosure.
Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our chief executive officer and
chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective. Management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving their objectives, and management necessarily applies its judgment in evaluating the cost–benefit relationship of possible
controls and procedures.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for the preparation, integrity, accuracy, and fair presentation of the consolidated financial
statements appearing in this Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The financial statements
were prepared in conformity with GAAP and include amounts based on judgments and estimates by management.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements in
accordance with GAAP. Our internal control over financial reporting is supported by internal audits, appropriate reviews by
management, policies and guidelines, careful selection and training of qualified personnel, and codes of ethics adopted by our
Company’s Board that are applicable to all directors, officers, and employees of our Company.
Because of its inherent limitations, no matter how well designed, internal control over financial reporting may not prevent or
detect all misstatements. Internal controls can only provide reasonable assurance with respect to financial statement preparation
and presentation. Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific
date, and continued effectiveness in future periods is subject to the risks that the controls may become inadequate because of
changes in conditions or that the degree of compliance with the policies and procedures may decline.
Management assessed the effectiveness of our internal control over financial reporting, with the participation of our chief
executive officer and chief financial officer, as of December 31, 2024. In conducting this assessment, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework
(2013). Based on this assessment, management believes that we maintained effective internal control over financial reporting as of
December 31, 2024. Our independent registered public accounting firm for the fiscal year ended December 31, 2024, Deloitte &
Touche, LLP, has issued an attestation report on our internal control over financial reporting, which appears in Part II, Item 8,
“Financial Statements and Supplementary Data.”
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 100
ITEM 9B.
OTHER INFORMATION.
Rule 10b5-1 Trading Arrangements
During the three months ended December 31, 2024, none of the Company’s officers or directors adopted or terminated a
“Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of
Regulation S-K.
Adoption of Second Amended and Restated Bylaws
On February 19, 2025, our Board approved an amendment and restatement of our Bylaws, effective February 19, 2025, to (i)
add procedural and informational requirements for stockholders that intend to use the Universal Proxy Rule under Exchange Act
Rule 14a-19 and (ii) make other administrative changes primarily to reflect recent Delaware law developments, in each case as
further described below.
Advance Notice Amendments: The advance notice amendments require stockholders to make certain representations to the
Company, certify compliance with the Universal Proxy Rule, and submit nominee questionnaires to the Secretary of the Company.
Administrative Amendments: The Board also approved certain administrative amendments to the Bylaws to conform the
provisions related to (i) notices of adjournments, including with respect to remote meetings of stockholders, and (ii) stockholder
lists, in each case to updated Delaware law provisions. In addition, these administrative amendments provide that any stockholder
soliciting proxies from other stockholders must use a proxy card color other than white, which color is reserved for the exclusive use
by the Board.
The foregoing description is qualified in its entirety by reference to the Second Amended and Restated Bylaws, which are
attached hereto as Exhibit 3.2 and incorporated herein by reference.
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.

Regional Management Corp. | 2024 Annual Report on Form 10-K | 101
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information required under this item is incorporated herein by reference to the information presented under the headings
“Board of Directors and Corporate Governance Matters—Committees of the Board,” “Board of Directors and Corporate Governance
Matters—Insider Trading Policy,” “Executive Officers,” “Stockholder Proposals—Proposal No. 1: Election of Directors,” “Delinquent
Section 16(a) Reports” (to the extent reported therein), and “Insider Trading Policy” in the Company’s definitive proxy statement
pursuant to Regulation 14A, which proxy statement will be filed with the SEC not later than 120 days after the end of the Company’s
fiscal year ended December 31, 2024.
Our Board has adopted a Code of Ethics. The Code of Ethics applies to all of our directors, officers, and employees and is
posted on the Company’s Investor Relations website under the “Governance” tab at www.regionalmanagement.com. A stockholder
may request a copy of the Code of Ethics by contacting our Corporate Secretary at 979 Batesville Road, Suite B, Greer, SC 29651. To
the extent permissible under applicable law, the rules of the SEC, and NYSE listing standards, we intend to disclose on our website
any amendment to our Code of Ethics, or any grant of a waiver from a provision of our Code of Ethics, that requires disclosure under
applicable law, the rules of the SEC, or NYSE listing standards.
ITEM 11.
EXECUTIVE COMPENSATION.
The information required under this item is incorporated herein by reference to the information presented under the headings
“Board of Directors and Corporate Governance Matters—Compensation Committee Interlocks and Insider Participation,” “Board of
Directors and Corporate Governance Matters—Director Compensation,” “Compensation Discussion and Analysis,” “Compensation
Committee Report,” “Executive Compensation Tables,” “Summary of Employment Arrangements with Executive Officers,” and
“Summary of Company Incentive Plans” in the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy
statement will be filed with the SEC not later than 120 days after the end of the Company’s fiscal year ended December 31, 2024.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
The information required under this item is incorporated herein by reference to the information presented under the headings
“Other Information—Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation Tables—
Equity Compensation Plan Information” in the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy
statement will be filed with the SEC not later than 120 days after the end of the Company’s fiscal year ended December 31, 2024.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information required under this item is incorporated herein by reference to the information presented under the headings
“Other Information—Certain Relationships and Related Person Transactions,” “Board of Directors and Corporate Governance
Matters—Board Independence,” and “Board of Directors and Corporate Governance Matters—Current Directors and Director
Nominees” in the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the
SEC not later than 120 days after the end of the Company’s fiscal year ended December 31, 2024.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES.
The information required under this item is incorporated herein by reference to the information presented under the heading
“Stockholder Proposals—Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm” in the
Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the SEC not later than
120 days after the end of the Company’s fiscal year ended December 31, 2024.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 102
PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) The following documents are filed as part of this report:
(1)
Financial Statements:
(i)
Reports of Independent Registered Public Accounting Firms
(ii)
Consolidated Balance Sheets at December 31, 2024 and December 31, 2023
(iii)
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, December 31,
2023, and December 31, 2022
(iv)
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, December 31,
2023, and December 31, 2022
(v)
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, December 31, 2023, and
December 31, 2022
(vi)
Notes to Consolidated Financial Statements
(2)
Financial Statement Schedules: None. Financial statement schedules have been omitted because the required
information is included in our consolidated financial statements contained elsewhere in this Annual Report on
Form 10-K.
(3)
Exhibits: The exhibits listed in the following index are filed as a part of this Annual Report on Form 10-K.
Incorporated by Reference
Exhibit
Number
Exhibit Description
Filed
Herewith
Form
File
Number
Exhibit
Filing
Date
3.1
Amended and Restated Certificate of Incorporation of Regional
Management Corp.
8-K
001-35477
3.1
04/02/2012
3.2
Second Amended and Restated Bylaws of Regional Management
Corp.
X
001-35477
4.1
Indenture, dated September 23, 2020, by and among Regional
Management Issuance Trust 2020-1, as issuer, Regional
Management Corp., as servicer, Wells Fargo Bank, N.A., as
indenture trustee, and Wells Fargo Bank, N.A., as account bank
8-K
001-35477
4.1
09/29/2020
4.2
Indenture, dated February 18, 2021, by and among Regional
Management Issuance Trust 2021-1, as issuer, Regional
Management Corp., as servicer, Wells Fargo Bank, N.A., as
indenture trustee, and Wells Fargo Bank, N.A., as account bank
8-K
001-35477
4.1
02/23/2021
4.3
Indenture, dated July 22, 2021, by and among Regional
Management Issuance Trust 2021-2, as issuer, Regional
Management Corp., as servicer, Wells Fargo Bank, N.A., as
indenture trustee, and Wells Fargo Bank, N.A., as account bank
8-K
001-35477
4.1
07/22/2021
4.4
Indenture, dated October 8, 2021, by and among Regional
Management Issuance Trust 2021-3, as issuer, Regional
Management Corp., as servicer, Wells Fargo Bank, N.A., as
indenture trustee, and Wells Fargo Bank, N.A., as account bank
8-K
001-35477
4.1
10/12/2021
4.5
Indenture, dated February 22, 2022, by and among Regional
Management Issuance Trust 2022-1, as issuer, Regional
Management Corp., as servicer, and Computershare Trust
Company National Association, as indenture trustee
8-K
001-35477
4.1
02/22/2022

Regional Management Corp. | 2024 Annual Report on Form 10-K | 103
Incorporated by Reference
Exhibit
Number
Exhibit Description
Filed
Herewith
Form
File
Number
Exhibit
Filing
Date
4.6
Indenture, dated October 20, 2022, by and among Regional
Management Issuance Trust 2022-2B, as issuer, Regional
Management Corp., as servicer, and Computershare Trust
Company, N.A., as indenture trustee and securities intermediary
8-K
001-35477
4.1
10/20/2022
4.7
Indenture, dated June 13, 2024, by and among Regional
Management Issuance Trust 2024-1, as issuer, Regional
Management Corp., as servicer, and Computershare Trust
Company, N.A., as indenture trustee
8-K/A
001-35477
4.1
06/20/2024
4.8
Indenture, dated November 26, 2024, by and among Regional
Management Issuance Trust 2024-2, as issuer, Regional
Management Corp., as servicer, and Computershare Trust
Company, N.A., as indenture trustee
8-K
001-35477
4.1
11/27/2024
4.9
Description of Securities
10-K
001-35477
4.4
03/16/2020
10.1.1
Cooperation Agreement, dated as of January 26, 2018, by and
between Basswood Capital Management, L.L.C. and the
Company
8-K
001-35477
10.1
01/29/2018
10.1.2
Letter Agreement, dated November 28, 2022, by and between
Regional Management Corp. and Basswood Capital
Management, L.L.C.
8-K
001-35477
10.3
11/29/2022
10.2.1
Seventh Amended and Restated Loan and Security Agreement,
dated September 20, 2019, by and among Regional Management
Corp. and certain of its subsidiaries named as borrowers therein,
the financial institutions named as lenders therein, and Wells
Fargo Bank, National Association, as Agent
8-K
001-35477
10.1
09/20/2019
10.2.2
First Amendment to Seventh Amended and Restated Loan and
Security Agreement, dated as of October 15, 2020, by and among
Regional Management Corp. and its subsidiaries named as
borrowers therein, the financial institutions named as lenders
therein, and Wells Fargo Bank, National Association, as agent
8-K
001-35477
10.1
10/16/2020
10.2.3
Second Amendment to Seventh Amended and Restated Loan and
Security Agreement, dated as of February 9, 2021, by and among
Regional Management Corp. and its subsidiaries named as
borrowers therein, the financial institutions named as lenders
therein, and Wells Fargo Bank, National Association, as agent
8-K
001-35477
10.1
02/10/2021
10.2.4
Third Amendment to Seventh Amended and Restated Loan and
Security Agreement, dated as of August 23, 2021, by and among
Regional Management Corp. and its subsidiaries named as
borrowers therein, the financial institutions named as lenders
therein, and Wells Fargo Bank, National Association, as agent
8-K
001-35477
10.1
08/24/2021
10.2.5
Fourth Amendment to Seventh Amended and Restated Loan and
Security Agreement, dated as of December 17, 2021, by and
among Regional Management Corp. and its subsidiaries named
as borrowers therein, the financial institutions named as lenders
therein, and Wells Fargo Bank, National Association, as agent
8-K
001-35477
10.1
12/21/2021
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 104
Incorporated by Reference
Exhibit
Number
Exhibit Description
Filed
Herewith
Form
File
Number
Exhibit
Filing
Date
10.2.6
Fifth Amendment to Seventh Amended and Restated Loan and
Security Agreement, dated as of September 7, 2022, among
Regional Management Corp. as a borrower and its subsidiaries
named as borrowers therein, the financial institutions named as
lenders therein, and Wells Fargo Bank, National Association, as
agent
8-K
001-35477
10.1
09/12/2022
10.2.7
Sixth Amendment to Seventh Amended and Restated Loan and
Security Agreement, dated as of November 22, 2022, by and
among Regional Management Corp. and its subsidiaries named
as borrowers therein, the financial institutions named as lenders
therein, and Wells Fargo Bank, National Association, as agent
8-K
001-35477
10.1
11/29/2022
10.2.8
Seventh Amendment to Seventh Amended and Restated Loan
and Security Agreement, dated as of March 21, 2023, by and
among Regional Management Corp. and its subsidiaries named
as borrowers therein, the financial institutions named as lenders
therein, and Wells Fargo Bank, National Association, as agent
10-Q
001-35477
10.2
05/05/2023
10.2.9
Eighth Amendment to Seventh Amended and Restated Loan and
Security Agreement, dated as of February 5, 2024, by and among
Regional Management Corp. and its subsidiaries named as
borrowers therein, the financial institutions named as lenders
therein, and Wells Fargo Bank, National Association, as agent
8-K
001-35477
10.1
02/07/2024
10.2.10
Ninth Amendment to Seventh Amended and Restated Loan and
Security Agreement, dated as of June 18, 2024, by and among
Regional Management Corp. and its subsidiaries named as
borrowers therein, the financial institutions named as lenders
therein, and Wells Fargo Bank, National Association, as agent
8-K/A
001-35477
10.1
06/20/2024
10.3.1
Credit Agreement, dated April 19, 2021 by and among Regional
Management Receivables IV, LLC, as borrower, Regional
Management Corp., as servicer, the lenders and agents from
time to time parties thereto, Wells Fargo Bank, National
Association as account bank and backup servicer and Wells Fargo
Bank, National Association as administration agent
8-K
001-35477
10.2
04/20/2021
10.3.2
Amendment No. 1 to the Credit Agreement, dated as of
December 17, 2021, by and among Regional Management Corp.,
as servicer, Regional Management Receivables IV, LLC, as
borrower, Wells Fargo Bank, National Association, as agent and
committed lender and Wells Fargo Bank, National Association, as
administrative agent
8-K
001-35477
10.3
12/21/2021
10.3.3
Amendment No. 2 to the Credit Agreement, dated as of August
11, 2022, by and among Regional Management Corp., as servicer,
Regional Management Receivables IV, LLC, as borrower, Wells
Fargo Bank, National Association, as agent and committed
lender, and Wells Fargo Bank, National Association, as
administrative agent
10-K
001-35477
10.4.3
02/24/2023

Regional Management Corp. | 2024 Annual Report on Form 10-K | 105
Incorporated by Reference
Exhibit
Number
Exhibit Description
Filed
Herewith
Form
File
Number
Exhibit
Filing
Date
10.3.4
Amendment No. 3 to the Credit Agreement, dated as of
September 7, 2022, by and among Regional Management Corp.,
as servicer, Regional Management Receivables IV, LLC, as
borrower, Wells Fargo Bank, National Association, as agent and
committed lender, and Wells Fargo Bank, National Association,
as administrative agent
8-K
001-35477
10.3
09/12/2022
10.3.5
Amendment No. 4 to the Credit Agreement dated as of April 13,
2023, by and among Regional Management Corp., as servicer,
Regional Management Receivables IV, LLC, as borrower, the
lenders and agents party thereto, Wells Fargo Bank, National
Association, as administrative agent, and Wells Fargo Bank,
National Association, acting through its Corporate Trust Services
division, as account bank and backup servicer
10-Q
001-35477
10.3
08/04/2023
10.3.6
Amendment No. 5 to the Credit Agreement dated as of May 15,
2023, by and among Regional Management Corp., as servicer,
Regional Management Receivables IV, LLC, as borrower, the
lenders and agents party thereto, Wells Fargo Bank, National
Association, as administrative agent, and Wells Fargo Bank,
National Association, acting through its Corporate Trust Services
division, as account bank and backup servicer
8-K
001-35477
10.1
05/19/2023
10.3.7
Omnibus Amendment to Credit Agreement and Account Control
Agreement and Consent, dated as of March 29, 2024, by and
among Regional Management Corp., as servicer, Regional
Management Receivables IV, LLC, as borrower, the lenders party
thereto, Wells Fargo Bank, National Association, as
administrative agent, and Computershare Trust Company, N.A.
(as successor to Wells Fargo Bank National Association), acting
through its Corporate Trust Services division, as account bank
and backup servicer
8-K
001-35477
10.1
04/03/2024
10.4.1
Credit Agreement, dated April 28, 2021 by and among Regional
Management Receivables V, LLC, as borrower, Regional
Management Corp., as servicer, the lenders from time to time
parties thereto, Wells Fargo Bank, National Association as
account bank and backup servicer and JPMorgan Chase Bank,
N.A. as administration agent
8-K
001-35477
10.1
04/29/2021
10.4.2
Amendment No.1 to the Credit Agreement, dated as of
December 17, 2021, by and among Regional Management Corp.,
as servicer, Regional Management Receivables V, LLC, as
borrower, the lenders from time to time parties thereto, Wells
Fargo Bank, National Association, acting as its corporate trust
services division, including its successors and permitted assigns,
as account bank and backup servicer, and JPMorgan Chase Bank,
N.A., as administrative agent
8-K
001-35477
10.4
12/21/2021
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 106
Incorporated by Reference
Exhibit
Number
Exhibit Description
Filed
Herewith
Form
File
Number
Exhibit
Filing
Date
10.4.3
Amendment No. 2 to the Credit Agreement, dated as of August
11, 2022, by and among Regional Management Corp., as servicer,
Regional Management Receivables V, LLC, as borrower, the
lenders party thereto, JPMorgan Chase Bank, N.A., as
administrative agent, and Wells Fargo, National Association,
acting as its corporate trust services division, as account bank
and backup servicer
10-K
001-35477
10.5.3
02/24/2023
10.4.4
Amendment No. 3 to the Credit Agreement, dated as of
September 30, 2022, by and among Regional Management Corp.,
as servicer, Regional Management Receivables V, LLC, as
borrower, the lenders party thereto, JPMorgan Chase Bank, N.A.,
as administrative agent, and Wells Fargo, National Association,
acting as its corporate trust services division, as account bank
and backup servicer
10-K
001-35477
10.5.4
02/24/2023
10.4.5
Amendment No. 4 to the Credit Agreement, dated as of
November 22, 2022, by and among Regional Management Corp.,
as servicer, Regional Management Receivables V, LLC, as
borrower, the lenders party thereto, JPMorgan Chase Bank, N.A.,
as administrative agent, and Wells Fargo, National Association,
acting as its corporate trust services division, as account bank
and backup servicer
8-K
001-35477
10.2
11/29/2022
10.4.6
Amendment No. 5 to the Credit Agreement, dated as of March
29, 2024, by and among Regional Management Corp., as servicer,
Regional Management Receivables V, LLC, as borrower, the
lenders from time to time parties thereto, Wells Fargo Bank,
National Association, acting through its Corporate Trust Services
division, including its successors and permitted assigns, as
account bank and backup servicer, and JPMorgan Chase Bank,
N.A., as administrative agent
8-K
001-35477
10.2
04/03/2024
10.4.7
Amendment No. 6 to the Credit Agreement, dated as of
November 25, 2024, by and among Regional Management Corp.,
as servicer, Regional Management Receivables V, LLC, as
borrower, the lenders from time to time parties thereto,
JPMorgan Chase Bank, N.A., as administrative agent, and
Computershare Trust Company, National Association, as
successor by merger to Wells Fargo Bank, National Association,
acting through its Corporate Trust Services division, including its
successors and permitted assigns, as account bank and backup
servicer
8-K
001-35477
10.1
11/27/2024
10.5.1
Credit Agreement, dated as of February 2, 2023, by and among
Regional Management Corp., as servicer, Regional Management
Receivables VI, LLC, as borrower, the lenders and agents parties
thereto, Regions Bank, as administrative agent, and
Computershare Trust Company, N.A., as securities intermediary
and backup servicer
8-K
001-35477
10.1
02/08/2023

Regional Management Corp. | 2024 Annual Report on Form 10-K | 107
Incorporated by Reference
Exhibit
Number
Exhibit Description
Filed
Herewith
Form
File
Number
Exhibit
Filing
Date
10.5.2
First Amendment to Credit Agreement and Consent, dated as of
March 29, 2024, by and among Regional Management Corp., as
servicer, Regional Management Receivables VI, LLC, as borrower,
the lenders parties thereto, and Regions Bank, as administrative
agent
8-K
001-35477
10.3
04/03/2024
10.6.1
Credit Agreement, dated as of April 3, 2023, by and among
Regional Management Corp., as servicer, Regional Management
Receivables VII, LLC, as borrower, the lenders and agents parties
thereto, BMO Capital Markets Corp., as administrative agent, and
Computershare Trust Company, N.A., as securities intermediary
and backup servicer
8-K
001-35477
10.1
04/06/2023
10.6.2
First Amendment to Credit Agreement and Consent, dated as of
March 29, 2024, by and among Regional Management Corp., as
servicer, Regional Management Receivables VII, LLC, as
borrower, the lenders parties thereto, and BMO Capital Markets
Corp., as administrative agent
8-K
001-37547
10.4
04/03/2024
10.6.3
Second Amendment to Credit Agreement and Consent, dated as
of October 3, 2024, by and among Regional Management Corp.,
as servicer, Regional Management Receivables VII, LLC, as
borrower, the Bank of Montreal, as the committed lender, and
BMO Capital Markets Corp., as administrative agent.
8-K
001-35477
10.1
10/08/2024
10.7
Sale and Servicing Agreement, dated September 23, 2020, by and
among Regional Management Receivables III, LLC, as depositor,
Regional Management Corp., as servicer, the subservicers party
thereto, Regional Management Issuance Trust 2020-1, as issuer,
and Regional Management North Carolina Receivables Trust,
acting thereunder solely with respect to the 2020-1A SUBI
8-K
001-35477
10.1
09/29/2020
10.8
Sale and Servicing Agreement, dated February 18, 2021, by and
among Regional Management Receivables III, LLC, as depositor,
Regional Management Corp., as servicer, the subservicers party
thereto, Regional Management Issuance Trust 2021-1, as issuer,
and Regional Management North Carolina Receivables Trust,
acting thereunder solely with respect to the 2021-1A SUBI
8-K
001-35477
10.1
02/23/2021
10.9
Sale and Servicing Agreement, dated July 22, 2021, by and among
Regional Management Receivables III, LLC, as depositor, Regional
Management Corp., as servicer, the subservicers party thereto,
Regional Management Issuance Trust 2021-2, as issuer, and
Regional Management North Carolina Receivables Trust, acting
thereunder solely with respect to the 2021-2A SUBI
8-K
001-35477
10.1
07/22/2021
10.10
Sale and Servicing Agreement, dated October 8, 2021, by and
among Regional Management Receivables III, LLC, as depositor,
Regional Management Corp., as servicer, the subservicers party
thereto, and Regional Management Issuance Trust 2021-3, as
issuer
8-K
001-35477
10.1
10/12/2021
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 108
Incorporated by Reference
Exhibit
Number
Exhibit Description
Filed
Herewith
Form
File
Number
Exhibit
Filing
Date
10.11
Sale and Servicing Agreement, dated February 22, 2022, by and
among Regional Management Receivables III, LLC, as depositor,
Regional Management Corp., as servicer, the subservicers party
thereto, Regional Management Issuance Trust 2022-1, as issuer,
and Regional Management North Carolina Receivables Trust,
acting thereunder solely with respect to the 2022-1A SUBI
8-K
001-35477
10.1
02/22/2022
10.12
Sale and Servicing Agreement, dated October 20, 2022, by and
among Regional Management Receivables III, LLC, as depositor,
Regional Management Corp., as servicer, the subservicers party
thereto, Regional Management Issuance Trust 2022-2B, as issuer,
and Regional Management North Carolina Receivables Trust,
acting thereunder solely with respect to the 2022-2B SUBI
8-K
001-35477
10.1
10/20/2022
10.13
Sale and Servicing Agreement, dated June 13, 2024, by and
among Regional Management Receivables III, LLC, as depositor,
Regional Management Corp., as servicer, the subservicers party
thereto, Regional Management Issuance Trust 2024-1, as issuer,
and Regional Management North Carolina Receivables Trust,
acting thereunder solely with respect to the 2024-1A SUBI
8-K/A
001-35477
10.2
06/20/2024
10.14
Sale and Servicing Agreement, dated November 26, 2024, by and
among Regional Management Receivables III, LLC, as depositor,
Regional Management Corp., as servicer, the subservicers party
thereto, Regional Management Issuance Trust 2024-2, as issuer,
and Regional Management North Carolina Receivables Trust,
acting thereunder solely with respect to the 2024-2A SUBI
8-K
001-35477
10.2
11/27/2024
10.15.1†
Regional Management Corp. 2015 Long-Term Incentive Plan (As
Amended and Restated Effective May 20, 2021)
8-K
001-35477
10.1
05/21/2021
10.15.2†
Declaration of Amendment to Regional Management Corp. 2015
Long-Term Incentive Plan (As Amended and Restated Effective
May 20, 2021)
10-Q
001-35477
10.1
05/06/2022
10.15.3†
Form of Nonqualified Stock Option Agreement under the 2015
Long-Term Incentive Plan (form for grants prior to April 27, 2017)
8-K
001-35477
10.3
04/28/2015
10.15.4†
Form of Nonqualified Stock Option Agreement under the 2015
Long-Term Incentive Plan (form for grants on or after April 27,
2017)
8-K
001-35477
10.2
05/02/2017
10.15.5†
Form of Performance-Contingent Restricted Stock Unit Award
Agreement under the 2015 Long-Term Incentive Plan
8-K
001-35477
10.3
05/02/2017
10.15.6†
Form of Cash-Settled Performance Unit Award Agreement under
the 2015 Long-Term Incentive Plan
8-K
001-35477
10.4
05/02/2017
10.15.7†
Form of Restricted Stock Award Agreement under the 2015 Long-
Term Incentive Plan
8-K
001-35477
10.5
05/02/2017
10.15.8†
Form of Stock Award Agreement under the 2015 Long-Term
Incentive Plan
8-K
001-35477
10.6
05/02/2017
10.15.9†
Form of Performance Restricted Stock Unit Award Agreement
8-K
001-35477
10.1
02/18/2022
10.16.1†
Regional Management Corp. 2024 Long-Term incentive Plan
8-K
001-35477
10.1
05/20/2024

Regional Management Corp. | 2024 Annual Report on Form 10-K | 109
Incorporated by Reference
Exhibit
Number
Exhibit Description
Filed
Herewith
Form
File
Number
Exhibit
Filing
Date
10.16.2†
Form of Nonqualified Stock Option Agreement under the 2024
Long-Term Incentive Plan
10-Q
001-35477
10.2
08/02/2024
10.16.3†
Form of Restricted Stock Award Agreement under the 2024 Long-
Term Incentive Plan
10-Q
001-35477
10.3
08/02/2024
10.16.4†
Form of Restricted Stock Unit Award Agreement under the 2024
Long-Term Incentive Plan
10-Q
001-35477
10.4
08/02/2024
10.16.5†
Form of Performance Restricted Stock Unit Award Agreement
under the 2024 Long-Term Incentive Plan
10-Q
001-35477
10.5
08/02/2024
10.16.6†
Form of Stock Award Agreement under the 2024 Long-Term
Incentive Plan
10-Q
001-35477
10.6
08/02/2024
10.17†
Regional Management Corp. Annual Incentive Plan
10-Q
001-35477
10.7
08/02/2024
10.18†
Summary of Non-Employee Director Compensation Program
10-K
001-35477
10.16
03/04/2022
10.19†
Regional Management Corp. Executive Severance and Change in
Control Plan
8-K
001-35477
10.1
04/10/2023
10.20†
Form of Retention Award Agreement
8-K
001-35477
10.1
03/13/2015
19.1
Regional Management Corp. Insider Trading Policy
X
21.1
Subsidiaries of Regional Management Corp.
X
23.1
Consent of Deloitte & Touche LLP
X
31.1
Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Executive
Officer
X
31.2
Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Financial
Officer
X
32.1
Section 1350 Certifications
X
97.1
Regional Management Corp. Dodd-Frank Act Compensation
Recoupment (Clawback) Policy
10-K
001-35477
97.1
2/22/2024
101.INS
XBRL Instance Document—the instance document does not
appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded
Linkbase Documents
104
Cover Page Interactive Data File—the cover page XBRL tags are
embedded within the Inline XBRL document contained in Exhibit
101
†
Indicates a management contract or a compensatory plan, contract, or arrangement.
ITEM 16.
FORM 10-K SUMMARY.
None.
Form 10-K

Regional Management Corp. | 2024 Annual Report on Form 10-K | 110
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
Regional Management Corp.
Date: February 21, 2025
/s/ Robert W. Beck
Robert W. Beck
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert
W. Beck and Harpreet Rana, and each of them, jointly and severally, as true and lawful attorneys-in-fact and agents, with full power
of substitution and re-substitution for him/her and in his/her name, place, and stead, in any and all capacities, to sign any and all
amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming all which said attorneys-in-fact and agents or any of
them, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities indicated on February 21, 2025.
/s/ Robert W. Beck
Name:
Robert W. Beck
Title:
President, Chief Executive Officer, and Director
(principal executive officer)
/s/ Harpreet Rana
Name:
Harpreet Rana
Title:
Executive Vice President and Chief Financial and
Administrative Officer
(principal financial officer)
/s/ Steven B. Barnette
Name:
Steven B. Barnette
Title:
Vice President and Chief Accounting Officer
(principal accounting officer)
/s/ Carlos Palomares
Name:
Carlos Palomares
Title:
Chair of the Board of Directors
/s/ Jonathan D. Brown
Name:
Jonathan D. Brown
Title:
Director
/s/ Roel C. Campos
Name:
Roel C. Campos
Title:
Director
/s/ Maria Contreras-Sweet
Name:
Maria Contreras-Sweet
Title:
Director
/s/ Michael R. Dunn
Name:
Michael R. Dunn
Title:
Director
/s/ Steven J. Freiberg
Name:
Steven J. Freiberg
Title:
Director
/s/ Sandra K. Johnson, Ph.D.
Name:
Sandra K. Johnson, Ph.D.
Title:
Director

Notice of 2025 Annual Meeting of Stockholders
and Proxy Statement


Regional Management Corp.
979 Batesville Road, Suite B
Greer, South Carolina 29651
(864) 448-7000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 15, 2025
To the Stockholders of Regional Management Corp.:
We hereby give notice that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Regional Management Corp.
will be held exclusively online via the internet on May 15, 2025, at 1:00 p.m. Eastern Daylight Time. The purposes of the meeting are
as follows:
(1) To elect the nine nominees named in the accompanying Proxy Statement to serve as members of our Board of Directors
until the next annual meeting of stockholders or until their successors are elected and qualified;
(2) To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal
year ending December 31, 2025;
(3) To hold an advisory vote to approve executive compensation; and
(4) To transact such other business as may properly come before the Annual Meeting or any adjournments thereof.
We began mailing this Notice of Annual Meeting of Stockholders and our Proxy Statement to stockholders on or about April 9,
2025. Only stockholders whose names appear of record on our books at the close of business on April 2, 2025 will be entitled to
notice of and to vote at the Annual Meeting or at any adjournments thereof.
We have once again determined that the Annual Meeting will be held in a virtual meeting format only, via the internet, with
no physical in-person meeting. If you plan to participate in the virtual meeting, please see “General Information and Frequently
Asked Questions” in this Proxy Statement. Stockholders will be able to attend, vote, and submit questions (both before, and during a
designated portion of, the meeting) from any location via the internet. The Annual Meeting will be presented exclusively online at
www.virtualshareholdermeeting.com/RM2025. You will be able to attend the Annual Meeting online, vote your shares
electronically, and submit your questions to management during the Annual Meeting by visiting
www.virtualshareholdermeeting.com/RM2025.
To participate in the Annual Meeting (e.g., submit questions and/or vote), you will need the control number provided on your
proxy card or voting instruction form. If you are not a stockholder or do not have a control number, you may still access the Annual
Meeting as a guest, but you will not be able to participate.
Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, you are urged to cast your vote
promptly in order to assure representation of your shares at the meeting and so that a quorum may be established. In advance of
the Annual Meeting, you may vote by internet or by mail. If you attend the virtual Annual Meeting, you may revoke your proxy and
vote your shares electronically during the meeting.
To vote by internet prior to the meeting, please visit www.proxyvote.com. Have the enclosed proxy card in hand
when you access the website and follow the instructions to obtain your records and to create an electronic voting
instruction form.
To vote by mail, please complete, date, and sign the enclosed proxy card, and mail it in the enclosed envelope. No
postage need be affixed if the proxy card is mailed in the United States.
Proxy Statement

On behalf of our Board of Directors and our management team, we thank you for your interest in Regional Management Corp.
and for your participation in the Annual Meeting.
By Order of the Board of Directors
Catherine R. Atwood
SVP, General Counsel, and Secretary
Greer, South Carolina
April 9, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 15, 2025:
The Notice of Annual Meeting of Stockholders, Proxy Statement, and Annual Report on Form 10-K are available free of charge at
https://materials.proxyvote.com/75902K and on our Investor Relations website at www.regionalmanagement.com.

Regional Management Corp. | Notice of Annual Meeting of Stockholders
PROXY STATEMENT
2025 Annual Meeting of Stockholders
TABLE OF CONTENTS
Page
2025 Proxy Statement Summary ..............................................................................................................................................
1
General Information and Frequently Asked Questions ...........................................................................................................
5
Board of Directors and Corporate Governance Matters..........................................................................................................
8
Director Qualifications........................................................................................................................................................
8
Current Directors and Director Nominees..........................................................................................................................
8
Matrix of Director Skills, Experience, and Demographic Background ................................................................................
13
Board Independence ..........................................................................................................................................................
13
Leadership Structure...........................................................................................................................................................
14
Meetings.............................................................................................................................................................................
14
Committees of the Board ...................................................................................................................................................
14
Role in Risk Oversight .........................................................................................................................................................
17
Code of Business Conduct and Ethics .................................................................................................................................
17
Insider Trading Policy..........................................................................................................................................................
17
Compensation Committee Interlocks and Insider Participation.........................................................................................
17
Communications with the Board........................................................................................................................................
18
Director Compensation.......................................................................................................................................................
18
Executive Officers......................................................................................................................................................................
20
Compensation Discussion and Analysis....................................................................................................................................
21
Executive Summary of Compensation Programs................................................................................................................
21
Compensation Objectives and Approaches........................................................................................................................
27
Elements of Compensation.................................................................................................................................................
30
Other Compensation Policies, Practices, and Matters .......................................................................................................
37
Compensation Committee Report............................................................................................................................................
40
Executive Compensation Tables ...............................................................................................................................................
41
Summary Compensation Table...........................................................................................................................................
41
Grants of Plan-Based Awards .............................................................................................................................................
43
Outstanding Equity Awards at Fiscal Year-End...................................................................................................................
44
Option Exercises and Stock Vested.....................................................................................................................................
45
Equity Compensation Plan Information..............................................................................................................................
46
CEO Pay Ratio .....................................................................................................................................................................
46
Pay Versus Performance.....................................................................................................................................................
47
Policies and Practices Related to the Grant of Certain Equity Awards...............................................................................
51
Summary of Employment Arrangements with Named Executive Officers .............................................................................
52
Executive Severance and Change in Control Plan...............................................................................................................
52
Other Arrangements with Named Executive Officers ........................................................................................................
53
Potential Payments Upon Termination or Change in Control ............................................................................................
53
Summary of Company Incentive Plans.....................................................................................................................................
58
Long-Term Incentive Plans..................................................................................................................................................
58
Annual Incentive Plan .........................................................................................................................................................
58
Stockholder Proposals...............................................................................................................................................................
60
Proposal No. 1: Election of Directors..................................................................................................................................
60
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm....................................
60
Proposal No. 3: Advisory Vote to Approve Executive Compensation.................................................................................
61
Proxy Statement

Regional Management Corp. | Notice of Annual Meeting of Stockholders
Other Information.....................................................................................................................................................................
63
Audit Committee Report.....................................................................................................................................................
63
Security Ownership of Certain Beneficial Owners and Management ................................................................................
64
Certain Relationships and Related Person Transactions ....................................................................................................
66
Proposals by Stockholders..................................................................................................................................................
67
Householding of Annual Meeting Materials.......................................................................................................................
68
Other Business....................................................................................................................................................................
68

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 1
REGIONAL MANAGEMENT CORP.
979 Batesville Road, Suite B
Greer, South Carolina 29651
PROXY STATEMENT
For the Annual Meeting of Stockholders to Be Held on May 15, 2025
Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting to Be Held on May 15, 2025:
The Notice of Annual Meeting of Stockholders, Proxy Statement, and Annual Report on Form 10-K are available free of charge at
https://materials.proxyvote.com/75902K and on the Investor Relations website of Regional Management Corp. at
www.regionalmanagement.com.
April 9, 2025
2025 PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information
that you should consider. You should read the entire Proxy Statement carefully before voting.
Annual Meeting of Stockholders
Date:
May 15, 2025
Time:
1:00 p.m. Eastern Daylight Time
Access:
Virtually via the internet at www.virtualshareholdermeeting.com/RM2025. Instructions as to how
you may attend and participate in the virtual Annual Meeting are set forth in the Proxy Statement
under “General Information and Frequently Asked Questions – How do I attend and participate in
the Annual Meeting online?”
Record Date:
April 2, 2025
Voting:
Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to
one vote for each director nominee and one vote for each other proposal. Stockholders may vote
by proxy or electronically during the virtual Annual Meeting by visiting
www.virtualshareholdermeeting.com/RM2025. Instructions as to how you may cast your vote are
found on the accompanying proxy card and are set forth in the Proxy Statement under “General
Information and Frequently Asked Questions – How do I vote?”
Proxy Materials:
The Proxy Statement and the accompanying proxy card are first being mailed on or about April 9,
2025 to the stockholders of Regional Management Corp.
Meeting Agenda
Proposal
Board Vote
Recommendation
Page Reference
(for more detail)
Election of nine directors
FOR ALL
60
Ratification of the appointment of Deloitte & Touche LLP as our independent registered
public accounting firm for the fiscal year ending December 31, 2025
FOR
60
Advisory vote to approve executive compensation
FOR
61
Transact other business as may properly come before the meeting
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 2
Election of Director Nominees
The following table provides summary information about each director nominee. The nominees receiving a plurality of the
votes cast at the meeting will be elected as directors.
Director
Committees
Name
Since
Experience/Qualifications
Independent
AC
HRCC
CGN
RC
Carlos Palomares,
Chair of the Board
2012
Financial Services Industry, Leadership, Credit Risk,
Corporate Finance, Executive Compensation,
Accounting, Risk Management
ض
ض
ض
Robert W. Beck
2020
Financial Services Industry, Leadership, Credit Risk,
Corporate Finance, Marketing, M&A, Accounting,
Risk Management, Investor Relations
Julie Booth
2025
Financial Services Industry, Leadership, Credit Risk,
Corporate Finance, Accounting, Risk Management,
Investor Relations
ض
ض
Jonathan D. Brown
2018
Financial Services Industry, Capital Allocation, M&A,
Corporate Governance, Investor Relations
ض
ض
Roel C. Campos
2012
Leadership, Cybersecurity, Corporate Governance,
Government Affairs, Securities Compliance,
Regulatory
ض
C
ض
Maria Contreras-Sweet
2018
Financial Services Industry, Leadership, Corporate
Finance, Technology/Innovation, Corporate
Governance, Regulatory, Public Relations,
Government Affairs
ض
ض
C
Michael R. Dunn
2014
Financial Services Industry, Leadership, Credit Risk,
Corporate Finance, M&A, Risk Management,
Investor Relations
C
Steven J. Freiberg
2014
Financial Services Industry, Leadership, Credit Risk,
Corporate Finance, Marketing, M&A, Executive
Compensation, Technology/Innovation, Risk
Management, Investor Relations
ض
ض
C
Sandra K. Johnson
2020
Financial Services Industry, Leadership, Information
Technology, Cybersecurity, Blockchain Technology,
Technology/Innovation, Entrepreneurship
ض
ض
ض
AC = Audit Committee
HRCC = Human Resources and
Compensation Committee
CGN = Corporate Governance and
Nominating Committee
RC = Risk
Committee
C = Committee Chair

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 3
Ratification of Independent Registered Public Accounting Firm
As a matter of good corporate governance, we are asking our stockholders to ratify the selection of Deloitte & Touche LLP as
our independent registered public accounting firm for the fiscal year ending December 31, 2025.
Advisory Vote to Approve Executive Compensation
As required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are providing our
stockholders with the opportunity to vote on a non-binding advisory resolution to approve the compensation of our named
executive officers (commonly known as a “say-on-pay vote”).
2024 Compensation-Related Highlights
ض
Continued alignment of executive pay with company performance:
o
2024 incentives were largely performance-contingent, with long-term incentive awards roughly one-half
performance-contingent and short-term incentive awards entirely performance-contingent
o
Increased target and threshold levels of performance metrics for performance-contingent awards as a result of
stockholder feedback
o
Performance goals were rigorous and were based primarily on objective, quantitative criteria
ض
Maintained competitive compensation and incentive program target opportunities for our executives in order to
continue to align their overall compensation with the market for executive talent
ض
Set our short-term incentive plan to provide upside opportunity if performance goals are exceeded, while paying low or
no bonus amounts if goals are not achieved
ض
Granted long-term incentives, which include a significant portion that is contingent upon the achievement of rigorous
and clearly-defined performance measures, to named executive officers and other key contributors, effectively aligning
such individuals’ interests with the long-term interests of our stockholders
Compensation Program “Best Practices” Summary
ض
Compensation program designed to closely align pay
with performance
ض
Significant share ownership guidelines for executives
(5x base salary for CEO, 2x for other executive officers)
ض
Significant share ownership guidelines for directors
(5x annual cash retainer)
ض
Significant portion of compensation is variable and/or
performance-based
ض
No excessive perquisites
ض
No excise tax gross-ups
ض
Formalized clawback policies
ض
Double-trigger change in control provisions
ض
Prohibition against hedging and pledging
ض
No re-pricing of stock options or stock appreciation
rights without stockholder approval
ض
Independent Compensation Committee
ض
Independent compensation consultant
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 4
Fiscal 2024 Compensation Summary
The following table sets forth the cash and other compensation that we paid to our named executive officers or that was
otherwise earned by our named executive officers during 2024. See the Summary Compensation Table of the Proxy Statement for
additional information.
Name and Principal Position
Salary
($)
Stock
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
All Other
Compensation
($)
Total
($)
Robert W. Beck,
660,000
2,999,984
1,111,770
151,412
4,923,166
President and Chief Executive Officer
Harpreet Rana,
420,000
889,989
471,660
63,432
1,845,081
Executive Vice President and
Chief Financial and Administrative Officer
Brian J. Fisher,
412,000
674,978
462,676
55,421
1,605,075
Executive Vice President and Chief
Strategy and Development Officer
Manish Parmar,
363,000
544,976
407,649
63,122
1,378,747
Executive Vice President and
Chief Credit Risk Officer
Catherine R. Atwood,
363,000
423,965
407,649
48,035
1,242,649
Senior Vice President,
General Counsel, and Secretary
__________
Note: The amounts shown in the Non-Equity Incentive Plan Compensation column represent performance-based annual cash awards
earned in 2024. The amounts shown in the Stock Awards column reflect the aggregate grant date fair value of equity awards granted
in 2024.
2026 Annual Meeting of Stockholders
•
Stockholder proposals submitted pursuant to SEC Rule 14a-8 must be received by us no later than December 10, 2025.
•
Notice of stockholder proposals outside of SEC Rule 14a-8, including director nominations pursuant to Rule 14a-19 under
the Exchange Act, must comply with the procedures in our Second Amended and Restated Bylaws (the “Bylaws”) and be
delivered to us not earlier than January 15, 2026 and not later than February 14, 2026.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 5
GENERAL INFORMATION AND
FREQUENTLY ASKED QUESTIONS
This proxy statement (the “Proxy Statement”) and the accompanying proxy card are first being sent on or about April 9, 2025,
to the stockholders of Regional Management Corp., a Delaware corporation (“Regional,” the “Company,” “we,” “us,” and “our”), in
connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the Annual Meeting of Stockholders
(the “Annual Meeting”) to be held on May 15, 2025, at 1:00 p.m. Eastern Daylight Time and any postponement or adjournment
thereof. Our Annual Report on Form 10-K, containing financial statements for the fiscal year ended December 31, 2024, is being
mailed together with this Proxy Statement to all stockholders entitled to vote at the Annual Meeting.
Why did I receive a proxy card and Proxy Statement?
As a stockholder of record on April 2, 2025, you are entitled to vote at the Annual Meeting. The accompanying proxy card is for
use at the Annual Meeting if a stockholder either will be unable to attend virtually on May 15, 2025 or will attend virtually but
wishes to vote by proxy in advance of the Annual Meeting. Even if you plan to attend the virtual Annual Meeting, you are
encouraged to vote by proxy in advance. Instructions as to how you may cast your vote by proxy are found on the proxy card. If you
attend the virtual Annual Meeting, you may revoke your proxy and vote your shares electronically during the virtual Annual Meeting.
The proxy card is solicited by mail by and on behalf of the Board, and the cost of soliciting proxies will be borne by us. In
addition to solicitations by mail, proxies may be solicited in person, by telephone, or via the internet by our directors and officers
who will not receive additional compensation for such services. We will request banks, brokerage houses, and other institutions,
nominees, and fiduciaries to forward the soliciting material to beneficial owners and to obtain authorization for the execution of
proxies. We will, upon request, reimburse these parties for their reasonable expenses in forwarding proxy materials to our beneficial
owners.
How do I attend and participate in the Annual Meeting online?
We will host the Annual Meeting exclusively live online. Any stockholder can attend the Annual Meeting live online at
www.virtualshareholdermeeting.com/RM2025. To enter the Annual Meeting, you will need to log in with the control number
provided on your proxy card or voting instruction form. Once you are logged in to the Annual Meeting, instructions on how to
participate, including how to submit questions and vote during the meeting, will be provided at
www.virtualshareholdermeeting.com/RM2025. If you are not a stockholder or do not have a control number, you may still access
the meeting as a guest, but you will not be able to participate. We are committed to ensuring that our stockholders have the same
rights and opportunities to participate in the Annual Meeting as if it had been held in a physical location. If you have questions about
accessing the website for the virtual Annual Meeting, please contact the Company’s Corporate Secretary by sending an email to
investor.relations@regionalmanagement.com or calling (864) 448-7000 by May 12, 2025. If you encounter any technical difficulties
with the log-in process or during the Annual Meeting, please call the technical support number that will be posted on the virtual
Annual Meeting website.
The virtual meeting platform is fully supported across browsers (Edge, Firefox, Chrome, and Safari) and devices (desktops,
laptops, tablets, and mobile phones) running the most updated version of applicable software and plugins. Stockholders (or their
authorized representatives) should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the
meeting. Stockholders (or their authorized representatives) should also give themselves plenty of time to log in and ensure that they
can hear streaming audio prior to the start of the meeting.
What is the purpose of the Annual Meeting?
The purpose of the Annual Meeting is:
(i)
to elect the nine nominees named in the Proxy Statement to serve as members of the Board until the next annual
meeting of stockholders or until their successors are elected and qualified;
(ii)
to ratify the appointment Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year
ending December 31, 2025;
(iii)
to hold an advisory vote to approve executive compensation; and
(iv)
to transact such other business as may properly come before the Annual Meeting or any adjournments thereof.
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 6
Who is entitled to vote?
Only stockholders of record at the close of business on April 2, 2025 (the “Record Date”), will be entitled to receive notice of
and to vote at the Annual Meeting. As of the Record Date, 10,035,287 shares of our common stock, $0.10 par value per share, were
outstanding. The holders of common stock are entitled to one vote per share for each director nominee and to one vote per share
on any other proposal presented at the Annual Meeting.
Brokers that are members of certain securities exchanges and that hold shares of our common stock in “street name” on
behalf of beneficial owners have authority to vote on certain items when they have not received instructions from beneficial
owners. Under the New York Stock Exchange (the “NYSE”) rules and regulations governing such brokers, the proposal to ratify the
appointment of Deloitte & Touche LLP as our independent registered public accounting firm is considered a “discretionary” item.
This means that brokers may vote in their discretion on this proposal on behalf of beneficial owners who have not furnished voting
instructions. In contrast, certain items are considered “non-discretionary,” and a “broker non-vote” occurs when a broker or other
nominee holding shares for a beneficial owner votes on one proposal but does not vote on another proposal because, with respect
to such other proposal, the nominee does not have discretionary voting power and has not received instructions from the beneficial
owner. The proposals to elect directors and to approve executive compensation are considered “non-discretionary,” and therefore,
brokers cannot vote your shares on these proposals when they do not receive voting instructions from you.
What constitutes a quorum?
The representation, virtually or by proxy, of at least a majority of the outstanding shares of common stock entitled to vote at
the Annual Meeting is necessary to constitute a quorum for the transaction of business. Votes withheld from any nominee,
abstentions, and “broker non-votes” are counted as present or represented for purposes of determining the presence or absence of
a quorum for the Annual Meeting but do not represent votes cast. Virtual attendance at our Annual Meeting constitutes presence in
person for purposes of determining whether there is a quorum at the meeting.
Can I ask questions at the virtual Annual Meeting?
Stockholders as of the Record Date who attend and participate in our virtual Annual Meeting at
www.virtualshareholdermeeting.com/RM2025 will have an opportunity to submit questions about topics of importance to the
Company’s business and affairs live via the internet during a designated portion of the meeting. Instructions for submitting
questions during the virtual Annual Meeting will be available at www.virtualshareholdermeeting.com/RM2025. Stockholders may
also submit a question in advance of the Annual Meeting at www.proxyvote.com. In both cases, stockholders must have available
their control number provided on their proxy card or voting instruction form. All questions from stockholders that are pertinent to
Annual Meeting matters will be answered during the meeting, subject to time limitations.
How do I vote?
Stockholders may vote by proxy or by attending the virtual Annual Meeting online and voting electronically during the Annual
Meeting. Instructions as to how you may cast your vote by proxy are set forth below and are found on the accompanying proxy card.
Vote by Internet:
Before the Meeting – Go to www.proxyvote.com
Use the internet to transmit your voting instructions and for electronic delivery of information up
until 11:59 p.m. Eastern Daylight Time on May 14, 2025. Have your proxy card in hand when you
access the website and follow the instructions to obtain your records and to create an electronic
voting instruction form.
During the Meeting – Go to www.virtualshareholdermeeting.com/RM2025
You may attend the meeting via the internet and vote electronically during the meeting. Have
your proxy card in hand when you access the website, and follow the instructions.
Vote by Mail: Mark, sign, and date your proxy card and promptly return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 7
Will other matters be voted on at the Annual Meeting?
Aside from the three proposals described above, the Board knows of no other matters to be presented at the Annual Meeting.
If any other matter should be presented at the Annual Meeting upon which a vote properly may be taken, shares represented by all
proxies received by the Board will be voted with respect thereto in accordance with the best judgment of the persons named as
proxy holders and attorneys-in-fact in the proxies.
May I revoke my proxy instructions?
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted at the Annual
Meeting. Proxies may be revoked by (i) filing with our Corporate Secretary, before the taking of the vote at the Annual Meeting, a
written notice of revocation bearing a later date than the proxy; (ii) duly completing a later-dated proxy card relating to the same
shares and delivering it to our Corporate Secretary before the taking of the vote at the Annual Meeting; or (iii) attending the virtual
Annual Meeting and voting electronically (although attendance at the Annual Meeting will not in and of itself constitute a revocation
of a proxy). Any written notice of revocation or subsequent proxy should be sent so as to be delivered to Regional Management
Corp., 979 Batesville Road, Suite B, Greer, South Carolina 29651, Attention: Corporate Secretary, before the taking of the vote at the
Annual Meeting.
How many votes are required to approve each proposal?
With respect to the proposal to elect directors (Proposal No. 1), the nine nominees receiving the highest number of affirmative
votes of the shares present, virtually or represented by proxy, and entitled to vote at the Annual Meeting shall be elected as
directors. Votes withheld, abstentions, and “broker non-votes” will have no effect on the election of directors (Proposal No. 1).
Regarding the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for
the fiscal year ending December 31, 2025 (Proposal No. 2), an affirmative vote of a majority of the shares present, virtually or
represented by proxy, and voting on such matter is required for approval. Likewise, the compensation of executive officers (Proposal
No. 3) will be approved, on an advisory basis, if a majority of the shares present, virtually or represented by proxy, and voting on
such matter is cast in favor of the proposal. Abstentions are not counted as votes cast for Proposals No. 2 and No. 3 and will
therefore have no impact on these proposals. As Proposal No. 2 is considered “discretionary,” there will be no “broker non-votes”
and brokers may vote in their discretion on behalf of beneficial owners who have not furnished voting instructions. As Proposal No.
3 is considered “non-discretionary,” “broker non-votes” are not counted as votes cast and will have no impact on the proposal.
Virtual attendance at our Annual Meeting constitutes presence for purposes of the vote required under our Bylaws.
Because your vote on Proposal No. 3 is advisory, it will not be binding on us, our Board, or our Human Resources and
Compensation Committee (the “Compensation Committee”). However, the Board and the Compensation Committee will consider
the outcome of this vote when making future compensation decisions for our executive officers.
The persons named as proxy holders and attorneys-in-fact in the proxy card, Robert W. Beck and Catherine R. Atwood, were
selected by the Board and are officers of the Company. All properly executed proxy cards returned in time to be counted at the
Annual Meeting will be voted by such persons at the Annual Meeting. Where a choice has been specified on the proxy card with
respect to the foregoing matters, the shares represented by the proxy will be voted in accordance with the specifications. If no such
specifications are indicated, such shares will be voted “FOR” the election of all director nominees, “FOR” the ratification of the
appointment of our independent registered public accounting firm, and “FOR” the advisory approval of executive compensation.
How can I correspond directly with Regional Management Corp.?
The address of our principal executive office is 979 Batesville Road, Suite B, Greer, South Carolina 29651, and our telephone
number is (864) 448-7000. In addition, any person interested in communicating directly with the Chair of our Board or with any
other Board member may address such communication to our Corporate Secretary, 979 Batesville Road, Suite B, Greer, South
Carolina 29651, who will forward such communication to the appropriate party.
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 8
BOARD OF DIRECTORS AND
CORPORATE GOVERNANCE MATTERS
The Board is responsible for directing and overseeing the management of our business and affairs in a manner consistent with
the best interests of the Company and its stockholders. The Board has implemented written Corporate Governance Guidelines
designed to assist it in fulfilling its duties and responsibilities. The Corporate Governance Guidelines address a number of matters
applicable to directors, including Board composition, structure, and policies; director qualification standards; Board meetings;
committees of the Board; roles and expectations of the Board and its directors; director compensation; management succession
planning; and other matters. These Corporate Governance Guidelines are available on our Investor Relations website at
www.regionalmanagement.com. A stockholder may request a copy of the Corporate Governance Guidelines by contacting our
Corporate Secretary at 979 Batesville Road, Suite B, Greer, South Carolina 29651.
Director Qualifications
Our Corporate Governance and Nominating Committee (the “Nominating Committee”) is responsible for reviewing the
qualifications of potential director candidates and recommending to the Board those candidates to be nominated for election to the
Board. The Nominating Committee considers minimum individual qualifications, including relevant career experience, strength of
character, mature judgment, familiarity with our business and industry, independence of thought, and an ability to work collegially
with the other members of the Board, and all other factors it considers appropriate, which may include age, diversity of experience,
existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations (such as antitrust
issues), corporate governance background, financial and accounting background, executive compensation background, and the size,
composition, and combined expertise of the existing Board. The Board and the Nominating Committee monitor the mix of specific
experience, qualifications, and skills of the Company’s directors in order to ensure that the Board, as a whole, has the necessary
tools to perform its oversight function effectively in light of our business and structure. Stockholders may also nominate directors for
election at our annual stockholders’ meeting by following the provisions set forth in our Bylaws, and in such a case, the Nominating
Committee will consider the qualifications of directors proposed by stockholders. The Board maintains, and periodically reviews, a
Board Diversity Policy (the “Diversity Policy”), a copy of which is available on our Investor Relations website at
www.regionalmanagement.com. The Diversity Policy establishes the Board’s approach to achieving and maintaining diversity on the
Board. The Board and the Nominating Committee implement the Diversity Policy by maintaining a director candidate list comprised
of individuals qualified to fill openings on the Board, which includes candidates with useful expertise who possess a wide range of
backgrounds, perspectives, and experiences. Ultimately, the selection of new directors will be based on the Board’s judgment of the
overall contributions that a candidate will bring to the Board.
When determining whether director nominees have the experience, qualifications, attributes, and professional and functional
skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure,
the Nominating Committee has focused primarily on the valuable contributions of incumbent directors to our success in recent years
and on the skills, experience, and individual attributes that each director nominee brings to the Board, including those discussed in
the biographical descriptions and matrix set forth below. It is expected that, without specific approval from the Board, no director
will serve on more than five public company boards (including the Board), and no member of the Audit Committee will serve on
more than three public company audit committees (including the Audit Committee of the Board).
Current Directors and Director Nominees
The Board has the discretion to determine the size of the Board, the members of which are elected at each year’s annual
meeting of stockholders. Our Board currently consists of nine directors: Carlos Palomares, Robert W. Beck, Julie Booth, Jonathan D.
Brown, Roel C. Campos, Maria Contreras-Sweet, Michael R. Dunn, Steven J. Freiberg, and Sandra K. Johnson, with Mr. Palomares
serving as Chair of the Board. Each of these individuals has been nominated and will stand as a director candidate for election at the
Annual Meeting.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 9
Biographical information of each of our directors is provided below. In addition, following the biographical information of our
directors, we have provided a matrix summarizing the background, skills, experience, qualifications, and other attributes of our
directors that led the Nominating Committee and the Board to conclude that such individuals would provide valuable contributions
to our business and should therefore serve our company as its directors.
CARLOS PALOMARES
Age: 80
Director Since: 2012
Chair of the Board
Member of the Audit Committee
and Human Resources and
Compensation Committee
Mr. Palomares has been a director of Regional since March 2012 and currently serves as
Chair of the Board. Since 2007, Mr. Palomares has been President and Chief Executive
Officer of SMC Resources, a consulting practice that advises senior executives on business
and marketing strategy. From 2001 to 2007, Mr. Palomares was Senior Vice President at
Capital One Financial Corp., and he was Chief Operating Officer of Capital One Federal
Savings Bank banking unit from 2004 to 2007. Prior to joining Capital One, Mr. Palomares
held a number of senior positions with Citigroup Inc. and its affiliates, including Chief
Operating Officer of Citibank Latin America Consumer Bank from 1998 to 2001, Chief
Financial Officer of Citibank North America Consumer Bank from 1997 to 1998, President
and CEO of Citibank FSB Florida from 1992 to 1997, and Chairman and CEO of Citibank
Italia from 1990 to 1992. Mr. Palomares served on the board of directors of Pan-American
Life Insurance Group, Inc., a leading provider of life, accident, and health insurance
throughout the Americas, from 2007 to 2024. He currently serves as chair of the board of
directors of Banesco USA, a privately held financial institution headquartered in Miami,
Florida. Mr. Palomares earned a B.S. degree in Quantitative Analysis from New York
University.
ROBERT W. BECK
Age: 61
President and Chief Executive Officer
Director Since: 2020
Mr. Beck has served as President and Chief Executive Officer and as a director of Regional
since March 2020. From July 2019 until March 2020, Mr. Beck served as Executive Vice
President and Chief Financial Officer of Regional. Prior to joining Regional as Chief
Financial Officer in July 2019, he was Executive Vice President and Chief Operating Officer
of the Leukemia and Lymphoma Society. Before that, he spent 29 years at Citibank,
serving in various roles. Most recently, Mr. Beck was the Chief Operating Officer of
Citibank’s US Retail Bank, after previously serving as Chief Financial Officer of Citibank’s
US Consumer and Commercial Bank. Prior to that, Mr. Beck served in a number of
different roles at Citibank, including head of Citigroup Corporate Finance, head of
Citigroup Reengineering, and co-head of Citigroup Corporate M&A. Mr. Beck serves as a
member of the National Council for Washington University in St. Louis Olin Business
School. Mr. Beck received his B.S. in Business Administration and Management from
Washington University in St. Louis and his M.B.A. in Finance and International Business
from New York University’s Stern School of Business.
JULIE BOOTH
Age: 56
Director Since: 2025
Member of the Audit Committee
Ms. Booth has served as a director of Regional since March 2025. She currently serves as
interim CFO of Pharmaceutical Organic Medicine Group (PMOG LLC), a pharmaceutical
startup company based in Michigan. Previously, Ms. Booth spent two decades at Rocket
Companies ("Rocket"), a Detroit-based fintech platform company with mortgage, real
estate, and personal finance businesses, including 14 years as Chief Financial Officer and
Treasurer, and prior to that as VP of Finance and Director of Internal Audit. Before joining
Rocket, Ms. Booth spent 13 years in the audit group of Ernst & Young LLP, working with a
range of private and public clients. Additionally, she has served on a number of boards of
directors in the non-profit sector, including serving as Board Chair for Make-A-Wish
Michigan and Chair for the Mortgage Bankers Association’s Financial Management
Committee.
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 10
JONATHAN D. BROWN
Age: 40
Director Since: 2018
Member of the Risk Committee
Mr. Brown has served as a director of Regional since January 2018. He is a partner with
Basswood Capital Management L.L.C. (“Basswood”), an alternative asset manager. Mr.
Brown joined Basswood in 2009. In his current role, Mr. Brown is responsible for the
research and investment analysis of companies across a broad range of sectors, with a
specialized focus on financial services. Prior to Basswood, Mr. Brown worked at
Sandelman Partners and Goldman Sachs. Mr. Brown graduated from Emory University’s
Goizueta School of Business in 2006 with a B.B.A., holding dual concentrations in Finance
and Strategy & Management Consulting, as well as a minor in History.
Mr. Brown is the representative of Basswood, our largest stockholder. For a description of
our cooperation agreement with Basswood, pursuant to which Mr. Brown is nominated,
see “Other Information – Certain Relationships and Related Person Transactions –
Cooperation Agreement,” below.
ROEL C. CAMPOS
Age: 76
Director Since: 2012
Chair of the Audit Committee
Member of the Corporate
Governance and Nominating
Committee
Mr. Campos has served as a director of Regional since March 2012. Mr. Campos formerly
practiced law in the areas of securities regulation, corporate governance, and securities
enforcement. He most recently served as an equity partner with the law firm of Hughes
Hubbard & Reed LLP (2016 to 2024). Prior to joining that firm, Mr. Campos was a partner
with Locke Lord LLP (2011 to 2016) and Cooley LLP (2007 to 2011). Prior to that, he
received a presidential appointment and served as a Commissioner of the Securities and
Exchange Commission (the “SEC”) from 2002 to 2007. Prior to serving with the SEC, Mr.
Campos was a founding partner of a Houston-based radio broadcaster. Earlier in his
career, he practiced corporate law and later served as a federal prosecutor in Los Angeles,
California. Mr. Campos currently serves as an independent director for the board of
KPMG US LLP, a professional firm providing audit, tax, and advisory services, as well as
various non-profit boards. Mr. Campos also previously served from 2013 to 2017 on the
board of directors of WellCare Health Plans, Inc., a public company that provided
managed health care services, which was acquired and merged into Centene Corp., a
multi-national health care enterprise in 2020. He also previously served as a director of a
private registered broker-dealer, Liquidnet Holdings, Inc., which in 2021 was acquired and
merged into the TP ICAP group, a London-based broker dealer. Mr. Campos previously
served from 2016 to 2020 on the Board of Visitors to the United States Air Force
Academy. From 2009 to 2013, Mr. Campos served on the Presidential Intelligence
Advisory Board, comprised of selected private citizens who serve as outside advisers to
the President on national intelligence issues. Mr. Campos earned his B.S. degree from the
United States Air Force Academy, received an M.B.A. degree from the University of
California, Los Angeles, and earned his J.D. degree from Harvard Law School.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 11
MARIA CONTRERAS-SWEET
Age: 69
Director Since: 2018
Chair of the Corporate
Governance and Nominating
Committee
Member of the Human Resources and
Compensation Committee
Ms. Contreras-Sweet has served as a director of Regional since January 2018. She is the
managing partner of Rockway Equity Partners, LLC and Contreras Sweet Companies, LLC.
Prior to founding her current businesses, she served as a member of President Obama’s
cabinet as the 24th Administrator of the U.S. Small Business Administration from 2014 to
2017, where she was responsible for a $132 billion loan portfolio. She was a founder of
ProAmerica Bank, where she served as Executive Chairwoman from 2006 to 2014, and Co-
Founder and Managing Partner of Fortius Holdings, LLC, from 2003 to 2006. Prior to that,
Ms. Contreras-Sweet served as the California Cabinet Secretary of the Business,
Transportation and Housing Agency from 1999 to 2003, where she oversaw 14
departments including the Department of Financial Institutions and Department of
Corporations. Earlier in her career, she was a senior executive with Westinghouse Electric
Company’s 7-Up/RC Bottling Company. Ms. Contreras-Sweet is a director of TriNet Group,
Inc., a publicly traded professional employer organization, where she serves on the
nominating and corporate governance committee and chairs the risk committee, as well
as Zions Bancorporation, N.A., a publicly traded bank, where she serves on the audit
committee and the nominating and corporate governance committee. She previously
served as a director of Sempra Group, a publicly traded leading North American energy
infrastructure company (and now known as Sempra), from March 2017 to May 2023. Ms.
Contreras-Sweet is the Chairman of the Los Angeles World Affairs Council Town Hall, a
board member of the Pan American Development Foundation, a Distinguished Fellow of
the LARTA Institute, and a board member of the Bipartisan Policy Center. She has been
bestowed with numerous honorary doctorates including from Tufts University, Whittier
College, and California State University, Los Angeles.
MICHAEL R. DUNN
Age: 73
Director Since: 2014
Chair of the Risk Committee
Mr. Dunn has served as a director of Regional since July 2014. He previously served as
Chief Executive Officer of Regional from October 2014 through July 2016 and as Executive
Chairman of the Board from August 2016 through December 2016. Prior to joining
Regional, Mr. Dunn was a partner at the private equity firm of Brysam Global Partners, a
specialized firm focusing on investment in international banking and consumer lending
companies, from 2007 through 2013. Mr. Dunn served as a board or alternate board
member for all of Brysam’s portfolio companies. Prior to that, Mr. Dunn was with
Citigroup for over 30 years, where he was the Chief Financial Officer of the Global
Consumer Group from 1996 through 2007, adding the title of Chief Operating Officer of
the Group in 2005. He was also a member of the Citigroup Management and Operating
Committees. Mr. Dunn previously served on the boards of Banamex, a wholly owned
Mexican bank subsidiary of Citigroup, and on the U.S.-based Student Loan Corporation, of
which Citigroup owned a majority interest. He holds a B.S. degree from New York
University and attended the University of Michigan Executive Program. He is a Certified
Public Accountant in New York State.
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 12
STEVEN J. FREIBERG
Age: 68
Director Since: 2014
Chair of the Human Resources and
Compensation Committee
Member of the Audit Committee
Mr. Freiberg has served as a director of Regional since July 2014. He is the founder of
Grand Vista Partners (a private investment office), a Senior Advisor to Towerbook Capital
Partners (an investment management firm), a Senior Advisor to The Boston Consulting
Group (a global consulting firm), and a Senior Advisor to the Portage Structured Equity
Fund. Previously, Mr. Freiberg served as Interim Chief Financial Officer of Social Finance,
Inc. from 2017 until 2018 and as a director and the Chief Executive Officer of E*TRADE
Financial Corporation from 2010 until 2012. Prior to joining E*TRADE, Mr. Freiberg spent
30 years serving in various roles at Citigroup and its predecessor companies and affiliates,
including Co-Chairman/Chief Executive Officer of Citigroup’s Global Consumer Group,
Chairman and Chief Executive Officer of Citi Cards (Citigroup’s leading global credit card
business), and Chairman and Chief Executive Officer of Citigroup’s North American
Investment Products Division. Mr. Freiberg currently serves as Vice Chair of the board of
directors of SoFi Technologies, Inc. (a publicly traded personal finance company where he
chairs the audit committee and the compensation committee and serves on the risk
committee), in addition to serving as Chairman of SoFi Bank (an online-only bank). Mr.
Freiberg also serves on the governing body of Purchasing Power, LLC (a private specialty
e-retailer offering consumer products, vacations, and online education services through
payment plans). He is also chairman of the board of directors of Rewards Network, one of
the largest merchant-funded, card-linked reward networks in the United States. Mr.
Freiberg served on the board of directors of MasterCard Incorporated, a publicly traded
multinational financial services corporation, from 2006 to 2022, Compass Digital
Acquisition Corp. from 2021 to 2023, and Portage Fintech Acquisition Corp from 2021 to
2023.
SANDRA K. JOHNSON, PH.D.
Age: 64
Director Since: 2020
Member of the Corporate
Governance and Nominating
Committee and Risk Committee
Dr. Johnson has served as a director of Regional since April 2020. Since 2014, she has
served as the Chief Executive Officer of SKJ Visioneering, LLC, a technology consulting
company. She previously served as the Chief Executive Officer, and Chief Technology
Officer of Global Mobile Finance, Inc., a fintech startup company, from 2018 to 2023.
From November 2012 to February 2014, Dr. Johnson served as the Chief Technology
Officer for IBM Central, East and West Africa. Prior to 2014, she spent 11 years as a Senior
Technical Staff Member of the IBM Systems and Technology Group, serving in various
roles, including Business Development Executive for IBM Middle East and Africa, Chief
Technology Officer for IBM’s Global Small and Medium Business, and the Linux
Performance Architect. Dr. Johnson has conducted extensive research and published her
findings in numerous computer-related and information technology areas, she has
authored and co-authored over 80 publications, and she was part of the design team that
developed the prototype for the IBM Scalable Parallel Processor (SP2), the base machine
for “Deep Blue,” IBM’s world-famous chess machine. Dr. Johnson was a member of the
IBM Academy of Technology, a group consisting of the top 1% of IBM’s over 250,000
technical professionals. She has also received numerous technical and professional
awards and is an IBM Master Inventor with over 40 patents issued and pending. Dr.
Johnson serves on the board of directors of Pan-American Life Insurance Group, Inc., a
leading provider of life, accident, and health insurance throughout the Americas. Dr.
Johnson earned her B.S., M.S., and Ph.D. degrees in electrical engineering from Southern
University, Stanford University, and Rice University, respectively. She is the first African
American woman to earn a Ph.D. in computer engineering. Dr. Johnson is a member of
the Institute of Electrical and Electronics Engineers (“IEEE”) and the Association for
Computing Machinery (“ACM”). She is also an IEEE Fellow and an ACM Distinguished
Engineer.
There are no family relationships among any of our directors or executive officers.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 13
Matrix of Director Skills, Experience, and Demographic Background
The following table provides our stockholders and other interested parties with an overview of our directors’ skills, experience,
and demographic background. These qualities are of particular value to our business and led the Nominating Committee and the
Board to conclude that such individuals would provide valuable contributions to our company and should therefore serve our
company as its directors.
Robert W.
Beck
Julie Booth
Jonathan D.
Brown
Roel C.
Campos
Maria
Contreras-
Sweet
Michael R.
Dunn
Steven J.
Freiberg
Sandra K.
Johnson
Carlos
Palomares
Skills and Experience
Financial Services Industry
ض
ض
ض
ض
ض
ض
ض
ض
Other Public Co. Board of Directors
ض
ض
ض
Executive Management
ض
ض
ض
ض
ض
ض
ض
ض
Entrepreneurship/Business
Operations
ض
ض
ض
ض
ض
ض
ض
ض
Credit Risk Management
ض
ض
ض
ض
ض
Corporate Finance or Capital
Allocation
ض
ض
ض
ض
ض
ض
ض
Marketing and/or Public Relations
ض
ض
ض
ض
ض
Marketing to Hispanic Population
ض
ض
ض
Mergers and Acquisitions
ض
ض
ض
ض
ض
ض
Human Resources/Executive Comp
ض
ض
ض
ض
Cybersecurity or
Technology/Innovation
ض
ض
ض
ض
ض
ض
Information Technology and AI
ض
Corporate Governance
ض
ض
ض
ض
ض
Government Affairs
ض
ض
Regulatory and/or SEC Compliance
ض
ض
ض
ض
Audit Committee Financial Expert
ض
ض
ض
SOX and Internal Audit
ض
ض
ض
ض
ض
ض
Risk Management
ض
ض
ض
ض
ض
ض
ض
Business Ethics
ض
ض
ض
ض
ض
ض
ض
ض
Investor Relations
ض
ض
ض
ض
ض
Demographic Background
Board Tenure and Independence
Year First Appointed or Elected
2020
2025
2018
2012
2018
2014
2014
2020
2012
Board Independent
ض
ض
ض
ض
ض
ض
ض
Gender
Male
ض
ض
ض
ض
ض
ض
Female
ض
ض
ض
Age
Years Old
61
56
40
76
69
73
68
64
80
Race/Ethnicity
White/Caucasian
ض
ض
ض
ض
ض
Hispanic/Latino
ض
ض
ض
African American
ض
Board Independence
The Board determined that each of Ms. Contreras-Sweet, Dr. Johnson, and Messrs. Brown, Campos, Freiberg, and Palomares
were independent during 2024 in accordance with the criteria established by the NYSE for independent board members. The Board
has also determined that Ms. Booth, who was appointed to the Board in 2025, is also independent. The Board performed a review to
determine the independence of its members and made a subjective determination as to each of these independent directors that no
transactions, relationships, or arrangements exist that, in the opinion of the Board, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director of the Company. In making these determinations, the Board reviewed the
information provided by the directors and the Company with regard to each director’s business and personal activities as they may
relate to the Company and its management. We define an “independent” director in accordance with Section 303A.02 of the NYSE
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 14
Rules. The categorical standards that the Board has established to assist it in making independence determinations can be found in
our Corporate Governance Guidelines on our Investor Relations website at www.regionalmanagement.com.
Leadership Structure
As described in the Corporate Governance Guidelines, the Board may select its Chair and our Chief Executive Officer in any
way that it considers to be in our best interests. Therefore, the Board does not have a policy on whether the roles of Chair and Chief
Executive Officer should be separate or combined and, if they are to be separate, whether the Chair should be selected from the
independent directors.
Mr. Palomares was appointed to serve as Chair of our Board in July 2019. At this time, the Board believes that the separation
of the roles of Chair and Chief Executive Officer promotes communication between the Board, the Chief Executive Officer, and other
senior management, and enhances the Board’s oversight of management. We believe that our leadership structure provides
increased accountability of our Chief Executive Officer to the Board and encourages balanced decision-making. We also separate the
roles in recognition of the differences in the roles. While the Chief Executive Officer is responsible for day-to-day leadership of the
Company and the setting of strategic direction, the Chair provides guidance to the Chief Executive Officer and coordinates and
manages the operations of the Board and its committees.
At this time, the Board believes that its current leadership structure, with an independent Chair, is appropriate for the
Company and provides many advantages to the effective operation of the Board. The Board will periodically evaluate and reassess
the effectiveness of this leadership structure.
Meetings
The Board held 16 meetings during the fiscal year ended December 31, 2024. During 2024, all of our directors attended at
least 75% of the aggregate number of meetings of the Board and committees on which he or she served. In addition to formal Board
meetings, our Board communicates from time to time via telephone, electronic mail, and informal meetings, and our Board and its
committees may act by written consent in lieu of a formal meeting. Our non-employee directors met in executive session at each of
our regular, quarterly Board meetings in 2024, and the independent members of our Board also periodically met in executive session
in 2024. Mr. Palomares presides over each executive session of our non-employee directors and independent directors.
Other than an expectation set forth in our Corporate Governance Guidelines that each director will make every effort to
attend the annual meeting of stockholders, we do not have a formal policy regarding the directors’ attendance at annual meetings.
All of our directors, other than Ms. Booth who was appointed in 2025, attended our last annual meeting of stockholders held on
May 16, 2024.
Committees of the Board
Our Board has four standing committees: the Audit Committee, the Human Resources and Compensation Committee, the
Corporate Governance and Nominating Committee, and the Risk Committee. The composition and responsibilities of each
committee are described below. Members serve on these committees until their resignation or until otherwise determined by our
Board.
Directors
Audit
Human Resources and
Compensation
Corporate Governance
and Nominating
Risk
Julie Booth
ض
Jonathan D. Brown
ض
Roel C. Campos
Chair
ض
Maria Contreras-Sweet
ض
Chair
Michael R. Dunn
Chair
Steven J. Freiberg
ض
Chair
Sandra K. Johnson
ض
ض
Carlos Palomares
ض
ض
Number of Meetings Held in 2024:
5
7
5
4

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 15
Audit Committee
The Audit Committee is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A)
of the Exchange Act. The Audit Committee currently consists of Mr. Campos (Chair), Ms. Booth, and Messrs. Freiberg and Palomares.
In accordance with SEC rules and NYSE rules, each of the members of our Audit Committee is an independent director in accordance
with the criteria established by the NYSE for the purpose of audit committee membership independence. In addition, the Board has
examined the SEC’s definition of “audit committee financial expert” and has determined that Ms. Booth and Messrs. Freiberg and
Palomares satisfy this definition.
Pursuant to the Audit Committee’s written charter, our Audit Committee is responsible for, among other things:
•
appointing and overseeing our independent registered public accounting firm and pre-approving the audit and non-audit
services to be performed by our independent auditors;
•
discussing the scope and results of the audit with the independent registered public accounting firm;
•
assisting the Board in evaluating the qualifications, performance, and independence of our independent auditors;
•
assisting the Board in monitoring the quality and integrity of our financial statements and our accounting and financial
reporting processes;
•
assisting the Board in monitoring our compliance with legal and regulatory requirements;
•
assisting the Board in reviewing the adequacy and effectiveness of our internal control over financial reporting processes;
•
assisting the Board in monitoring the performance of our internal audit function;
•
reviewing with management and our independent auditors our annual and quarterly financial statements;
•
establishing procedures for the receipt, retention, and treatment of complaints received by us regarding accounting,
internal accounting controls, or auditing matters and the confidential, anonymous submission by our employees of
concerns regarding questionable accounting or auditing matters; and
•
preparing the audit committee report that the SEC requires in our annual proxy statement.
Human Resources and Compensation Committee
Our Human Resources and Compensation Committee (the “Compensation Committee”) consists of Mr. Freiberg (Chair), Ms.
Contreras-Sweet, and Mr. Palomares. In accordance with NYSE rules, each member of our Compensation Committee is an
independent director in accordance with the criteria established by the NYSE for the purpose of compensation committee
membership independence. Pursuant to the Compensation Committee’s written charter, our Compensation Committee is
responsible for, among other things:
•
reviewing and approving, or making recommendations to the Board with respect to, corporate goals and objectives
relevant to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light
of those goals and objectives, and either as a committee or together with the other independent directors (as directed by
the Board), determining and approving our Chief Executive Officer’s compensation level based on such evaluation;
•
reviewing and approving the compensation of our executive officers, including annual base salaries, annual bonuses,
equity compensation, employment agreements, and severance and termination arrangements;
•
reviewing and recommending to the Board the compensation of our non-employee directors;
•
reviewing and discussing annually with management our “Compensation Discussion and Analysis;”
•
preparing the Report of the Compensation Committee;
•
overseeing the Company’s policies, programs, and initiatives related to human capital management, Company culture,
employee engagement and talent recruitment, development, and retention;
•
reviewing and making recommendations with respect to our equity compensation plans.
The Compensation Committee is entitled to delegate any or all of its responsibilities to subcommittees of the Compensation
Committee. Additionally, the Compensation Committee may delegate to one or more of our officers the authority to make grants
and awards of cash or options or other equity securities to any of our non-Section 16 officers under our incentive-compensation or
other equity-based plans, as the Compensation Committee deems appropriate and in accordance with the terms of such plans,
provided that such delegation is in compliance with such plans and applicable law.
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Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 16
The Compensation Committee has the authority to hire outside advisors and experts, including compensation consultants to
assist it with director and executive officer compensation determinations. See “Compensation Discussion and Analysis –
Compensation Objectives and Approaches – Compensation Determination Process” for information about our independent
compensation consultant.
Corporate Governance and Nominating Committee
Our Corporate Governance and Nominating Committee (the “Nominating Committee”) consists of Ms. Contreras-Sweet
(Chair), Mr. Campos, and Dr. Johnson. In accordance with NYSE rules, each of the members of our Nominating Committee is an
independent director in accordance with the criteria established by the NYSE for the purpose of corporate governance and
nominating committee membership independence. Pursuant to the Nominating Committee’s written charter, the Nominating
Committee is responsible for, among other things:
•
assisting our Board in identifying prospective director nominees and recommending nominees to the Board;
•
recommending members for each committee of our Board;
•
developing and overseeing a process for the annual evaluation of the Board, committees of the Board, and management;
•
overseeing, in coordination with other committees of the Board, as applicable, the Company’s policies, programs,
strategies and reporting related to environmental, social, and governance matters;
•
evaluating the Company’s stockholder engagement practices and considering feedback received from stockholders; and
•
reviewing (i) developments in corporate governance practices, (ii) the adequacy of our certificate of incorporation and
Bylaws, and (iii) the Company’s Corporate Governance Guidelines (on a biennial basis).
The Nominating Committee will consider a candidate for director proposed by a stockholder. A candidate must be highly
qualified and be both willing to serve and expressly interested in serving on the Board. A stockholder wishing to propose a candidate
for the Nominating Committee’s consideration in connection with the 2026 Annual Meeting of Stockholders (“2026 Annual
Meeting”) should forward the candidate’s name and information about the candidate’s qualifications to Regional Management
Corp., 979 Batesville Road, Suite B, Greer, South Carolina 29651, Attn: Corporate Secretary, not earlier than January 15, 2026 nor
later than February 14, 2026.
The Nominating Committee will select individuals, including candidates proposed by stockholders, as director nominees who
have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment, and who will be
most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of our
stockholders. In evaluating nominees, the Nominating Committee will consider, among other things, the director qualifications
described above and will apply the objectives outlined in our Diversity Policy.
Risk Committee
Our Risk Committee consists of Mr. Dunn (Chair), Mr. Brown, and Dr. Johnson. Pursuant to the Risk Committee’s written
charter, the Risk Committee is responsible for, among other things:
•
reviewing and discussing our enterprise risk management program with management and our independent registered
public accounting firm;
•
reviewing the key risks facing the Company and discussing those risks with management;
•
assessing the allocation of risk oversight among the committees of the Board; and
•
reviewing and discussing with management the Company’s preparedness for handling business interruption and annually
approving the Company’s Business Continuity Plan.
Availability of Committee Charters
The charters of each of our Board committees, which contain more complete explanations of the roles and responsibilities of
each of our Board committees, are posted on our Investors Relations website at www.regionalmanagement.com. Information on
our website is not considered part of this Proxy Statement. A stockholder may request a copy of any or all of these committee
charters by contacting our Corporate Secretary at 979 Batesville Road, Suite B, Greer, South Carolina 29651.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 17
Role in Risk Oversight
As part of its role in risk oversight, our Risk Committee is responsible for reviewing our risk assessment and risk management
practices, and for discussing its findings with both management and our independent registered public accounting firm.
Management has established an Enterprise Risk Management Program (the “ERM Program”) to ensure that all of the Company’s
risks are managed appropriately and consistently at an enterprise-wide level. The ERM Program details principles used to support
effective enterprise-wide risk management across the end-to-end risk management lifecycle, and it provides clarity on the expected
activities in relation to risk management of the Board, management, and all employees throughout the organization. The Board and
the Risk Committee periodically receive ERM Program updates from management, review the risks that may potentially affect us,
and review management’s efforts to manage those risks, including risks reflected in our periodic filings.
The Board may also request supplemental information and disclosure about specific areas of interest and concern relevant to
risks it believes are faced by us and our business. The Board also considers emerging or evolving risks as they arise and may either
meet as a full Board or assign risks to a committee for continuing oversight. Topics considered span a broad range of matters,
including: maintaining the health and safety of our employees; evaluating the impact of elevated inflation and higher interest rates
on strategy, operations, liquidity, and financial matters; and supporting the communities in which we operate.
The Board believes that our current leadership structure enhances its oversight of risk management because our Chief
Executive Officer, who is ultimately responsible for our risk management process, is in the best position to discuss with the Board
these key risks and management’s response to them by also serving as a director of the Company.
Role in Cybersecurity Oversight
As part of its risk oversight role, the Board and the Risk Committee provide oversight of management’s efforts to mitigate risk
and respond to cyber incidents. The Risk Committee regularly engages with management and/or third-party consultants to assess
the cyber threat landscape; evaluate our information security program; review the results of penetration testing; and analyze the
design, effectiveness, and ongoing enhancement of our capabilities to monitor, prevent, and respond to cyber threats and events.
Management generally briefs the Risk Committee quarterly on information security matters. The Risk Committee then reports any
material developments to the Board. The Company further utilizes a comprehensive enterprise-wide cybersecurity program aligned
with the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) industry standard and maintains
insurance designed to address certain aspects of cyber risks. Further, the Company requires all employees to perform annual
cybersecurity training.
Code of Business Conduct and Ethics
Our Board has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”). The Code of Ethics applies to all of our
directors, officers, and employees and must be acknowledged in writing by our Chief Executive Officer and Chief Financial Officer.
The Code of Ethics is posted on our Investor Relations website at www.regionalmanagement.com. A stockholder may request a copy
of the Code of Ethics by contacting our Corporate Secretary at 979 Batesville Road, Suite B, Greer, South Carolina 29651. To the
extent permissible under applicable law, the rules of the SEC, and NYSE listing standards, we intend to disclose on our website any
amendment to our Code of Ethics, or any grant of a waiver from a provision of our Code of Ethics, that requires disclosure under
applicable laws, the rules of the SEC, or NYSE listing standards.
Insider Trading Policy
We have an insider trading policy (“Insider Trading Policy”) that governs the purchase, sale, and other transactions in our
securities by our directors, officers, and employees, and Regional Management Corp. itself. The Company believes that the Insider
Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as applicable
NYSE listing standards. The Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K.
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended December 31, 2024, Ms. Contreras-Sweet and Messrs. Freiberg and Palomares served on our
Compensation Committee. No member of the Compensation Committee has ever served as an officer or employee of the Company
or any of its subsidiaries or had any relationship during the fiscal year ended December 31, 2024, that would be required to be
disclosed pursuant to Item 404 of Regulation S-K. In addition, during the fiscal year ended December 31, 2024, none of our executive
officers served on the compensation committee (or equivalent) or the board of directors of another entity whose executive officer(s)
served on our Board or Compensation Committee.
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Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 18
Communications with the Board
Each member of the Board is receptive to and welcomes communications from our stockholders and other interested parties.
Stockholders and other interested parties may contact any member (or all members) of the Board, including, without limitation, the
Chair of the Board, any independent director, or the independent directors as a group, by addressing such communications or
concerns to our Corporate Secretary, 979 Batesville Road, Suite B, Greer, South Carolina, 29651, who will forward such
communications to the appropriate party.
If a complaint or concern involves accounting, internal accounting controls, or auditing matters, the correspondence will be
forwarded to the chair of the Audit Committee. If no particular director is named, such communication will be forwarded, depending
on the subject matter, to the chair of the Audit Committee, Compensation Committee, Nominating Committee, or Risk Committee,
as appropriate.
Anyone who has concerns regarding (i) questionable accounting, internal accounting controls, and auditing matters, including
those regarding the circumvention or attempted circumvention of internal accounting controls or that would otherwise constitute a
violation of our accounting policies, (ii) compliance with legal and regulatory requirements, or (iii) retaliation against employees who
voice such concerns, may communicate these concerns by writing to the attention of the Audit Committee as set forth above or by
calling (800) 224-2330 at any time.
Director Compensation
Quality non-employee directors are critical to our success. We believe that the two primary duties of non-employee directors
are to represent the long-term interests of our stockholders effectively and to provide guidance to management. As such, our
compensation program for non-employee directors is designed to meet several key objectives:
•
Adequately compensate directors for their responsibilities and time commitments as directors of a public company;
•
Attract the highest caliber non-employee directors by offering a compensation program consistent with those at
companies of similar size, complexity, and business character;
•
Align the interests of directors with our stockholders by providing a significant portion of compensation in equity and
requiring directors to own our stock; and
•
Provide compensation that is simple and transparent to stockholders and reflects corporate governance best practices.
The Compensation Committee, with the assistance of its independent compensation consultant, reviews the compensation of
our non-employee directors. In benchmarking director compensation, we use the same compensation peer group that is used to
benchmark compensation for our named executive officers (see “Compensation Discussion and Analysis – Compensation Objectives
and Approaches – Compensation Determination Process” for information about the peer group).
Our employees who serve as directors receive no separate compensation for service on the Board or its committees. We
maintain a non-employee director compensation program structured as follows:
•
Board Cash Retainer: Each non-employee director receives an annual cash retainer of $70,000 payable in quarterly
installments ($95,000 in the case of the chair or lead independent director, if applicable, of the Board).
•
Committee Member Cash Retainer: Each member of a Board committee receives an additional annual cash retainer of
$8,750 per committee service payable in quarterly installments ($17,500 in the case of the chair of each committee).
•
Board Equity-Based Award: Each non-employee director receives, on an annual basis, shares of restricted common stock
with a value equal to $110,000 ($135,000 in the case of the chair or lead independent director, if applicable, of the Board).
•
Committee Member Equity-Based Award: Each member of a Board committee receives, on an annual basis, additional
shares of restricted common stock with a value equal to $8,750 per committee service ($17,500 in the case of the chair of
each committee).
The restricted stock awards (each, an “RSA”) are granted on the fifth business day following the date of the annual
stockholders’ meeting at which directors are elected. The number of shares subject to the RSA is determined by dividing the value of
the award by the closing price per share of the Company’s common stock on the grant date. The RSA vests and becomes non-
forfeitable as to 100% of the underlying shares on the earlier of the first anniversary of the grant date or the date of the next annual
stockholders’ meeting (so long as the period between the date of the annual stockholders’ meeting related to the grant date and the
date of the next annual stockholders’ meeting is not less than 50 weeks), subject to the director’s continued service from the grant
date until the vesting date, or upon the earlier occurrence of the director’s termination of service as a director by reason of death or

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 19
disability or upon a change in control of the Company. In the event of the director’s termination of service for any other reason, the
director forfeits the RSA immediately. The RSA is subject to the terms and conditions of the Regional Management Corp. 2024 Long-
Term Incentive Plan (the “2024 Plan”) and an RSA agreement, the form of which was previously approved by the Compensation
Committee and the Board and filed with the SEC.
Under the 2024 Plan, the maximum number of shares of common stock subject to awards granted during any 12-month
period to a non-employee director, taken together with any cash fees paid during such 12-month period to such non-employee
director in respect of Board service, may not exceed $600,000 in total value (calculating the value of any such awards based on the
fair market value per share of common stock on the grant date of the award). In the event that the service of a director as a director,
committee member, or Board or committee chair commences or terminates during the director’s annual service to us, the director’s
cash compensation will be adjusted on a pro-rata basis. Annual service relates to the approximately 12-month period between our
annual meetings of stockholders. Each director is also reimbursed for reasonable out-of-pocket expenses incurred in connection
with his or her service on our Board, including the cost of attending continuing education seminars related to corporate board of
directors service and other topics relevant to the Company.
The following table provides information regarding the compensation paid to each of our non-employee directors for their
service as non-employee directors during the fiscal year ended December 31, 2024. As Ms. Booth was appointed as a director in
March 2025, she received no compensation during the fiscal year ended December 31, 2024.
Name
Fees Earned or
Paid in Cash(1)
($)
Stock Awards(2)
($)
Total
($)
Jonathan D. Brown
83,025
118,725
201,750
Roel C. Campos
101,155
136,232
237,387
Maria Contreras-Sweet
100,840
136,232
237,072
Michael R. Dunn
92,090
127,478
219,568
Steven J. Freiberg
101,155
136,232
237,387
Sandra K. Johnson
92,090
127,478
219,568
Carlos Palomares
117,990
152,492
270,482
__________
(1) The amount paid in cash includes the relevant cash retainers described above plus cash payments pursuant to the vesting of
dividend equivalent rights held by the directors.
(2) On May 23, 2024, in accordance with the non-employee director compensation program outlined above, we awarded all of the
Company’s non-employee directors shares of restricted common stock in the following amounts: Mr. Brown, 4,381 shares; Mr.
Campos, 5,027 shares; Ms. Contreras-Sweet, 5,027 shares; Mr. Dunn, 4,704 shares; Mr. Freiberg, 5,027 shares; Dr. Johnson,
4,704 shares; and Mr. Palomares, 5,627 shares. These annual RSAs vest on the earlier of the first anniversary of the grant date
or the date of the next annual stockholders’ meeting (so long as the period between the date of the annual stockholders’
meeting related to the grant date and the date of the next annual stockholders’ meeting is not less than 50 weeks), subject to
continued service of the director until the vesting date or as otherwise provided in the award agreement. Amounts shown are
the aggregate grant date fair value of stock awards computed in accordance with Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 718.
The total number of shares subject to RSAs held by each of our non-employee directors as of December 31, 2024 was: Mr.
Brown, 4,381 shares; Mr. Campos, 5,027 shares; Ms. Contreras-Sweet, 5,027 shares; Mr. Dunn, 4,704 shares; Mr. Freiberg, 5,027
shares; Dr. Johnson, 4,704 shares; and Mr. Palomares, 5,627 shares. The total number of shares subject to nonqualified stock
options held by each of our non-employee directors as of December 31, 2024 was: Mr. Palomares, 18,670 shares. As of
December 31, 2024, Mr. Brown, Mr. Campos, Ms. Contreras-Sweet, Mr. Dunn, Mr. Freiberg, and Dr. Johnson had no option awards
outstanding. The outstanding equity awards held by Mr. Beck as of December 31, 2024 are set forth in the Outstanding Equity
Awards at Fiscal Year-End table that is presented elsewhere in this Proxy Statement.
Currently, our director stock ownership requirement is 5x the annual cash retainer, inclusive of any committee service
retainers. As of December 31, 2024, all directors (excluding Ms. Booth who was appointed to the Board in March 2025) were in
compliance with our stock ownership guidelines.
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 20
EXECUTIVE OFFICERS
The following is a brief description of the background, business experience, and certain other information regarding each of
our executive officers:
Robert W. Beck (age 61) has served as President and Chief Executive Officer and as a director of Regional since March 2020.
From July 2019 until March 2020, Mr. Beck served as Executive Vice President and Chief Financial Officer of Regional. Mr. Beck’s full
biographical information is set forth above under “Board of Directors and Corporate Governance Matters – Current Directors and
Director Nominees.”
Harpreet Rana (age 53) has served as Executive Vice President and Chief Financial Officer of Regional since November 2020,
assuming the title of Chief Financial and Administrative Officer of Regional in December 2024. Ms. Rana has over 20 years of
financial services experience, with extensive skills related to capital and credit management, driving profitable portfolio growth,
digital product development and transformation, and retail banking management. From 2016 through 2020, Ms. Rana was
Managing Director, North America Retail Bank at Citigroup. From 2013 through 2015, she held various additional lead positions in
business and finance roles at Citigroup, including Head of US Retail Deposit & Lending Products. Ms. Rana received her B.A. from the
University of British Columbia in Vancouver, Canada and her M.B.A. from the University of Rochester in Rochester, New York.
Brian J. Fisher (age 41) has served as Executive Vice President and Chief Strategy and Development Officer since September
2020. Between January 2013 and September 2020, Mr. Fisher served as General Counsel and Secretary of Regional. Prior to joining
Regional, Mr. Fisher was an attorney in the Corporate and Securities practice group of Womble Carlyle Sandridge and Rice, LLP (now
known as Womble Bond Dickinson (US) LLP) from 2009 to 2013. Mr. Fisher holds a B.A. degree in Economics from Furman University
and a J.D. degree from the University of South Carolina School of Law.
Manish Parmar (age 47) has served as Executive Vice President and Chief Credit Risk Officer of Regional since January 2020.
Mr. Parmar has 20 years of credit and financial experience across a broad range of functions, including credit risk, analytics, financial
partnerships, database marketing, and modeling. Prior to joining Regional, Mr. Parmar was Chief Credit and Analytics Officer at
Conn’s, Inc., a publicly traded specialty retailer, since 2018. Prior to his tenure at Conn’s, Mr. Parmar held several senior
management roles at Discover Financial Services from 2013 to 2018, ultimately becoming its Head of Consumer Credit Risk
Management. Mr. Parmar received a Bachelor of Chemical Engineering from the University of Mumbai in India, and his M.B.A. from
Bauer College of Business at the University of Houston.
Catherine R. Atwood (age 42) has served as Senior Vice President, General Counsel, and Secretary of Regional since
September 2020. Prior to September 2020, Ms. Atwood served as VP, Deputy General Counsel, and Chief Compliance Officer since
May 2017. From August 2014 (when she joined Regional) until May 2017, she served as Deputy General Counsel. Prior to joining
Regional, Ms. Atwood was an attorney in the Business Litigation practice group of Womble Carlyle Sandridge & Rice, LLP (now
known as Womble Bond Dickinson (US) LLP) from 2008 to 2014. Ms. Atwood holds a B.A. degree in Political Science from Clemson
University and a J.D. degree from the University of Georgia School of Law.
There are no family relationships among any of our directors or executive officers.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 21
COMPENSATION DISCUSSION AND ANALYSIS
The following discussion of the compensation arrangements of our executive officers should be read together with the
compensation tables and related disclosures contained elsewhere in this Proxy Statement. Actual compensation programs that we
adopt following the date of this Proxy Statement may differ materially from the existing and currently planned programs summarized
in this discussion.
Executive Summary of Compensation Programs
Company Performance and Business Highlights in 2024
As the macroeconomic environment stabilized in 2024, we improved our performance from 2023 in nearly all facets of our
operations – growing our loan portfolio, improving our credit performance, and significantly enhancing our net income and return
on assets. While economic conditions prevented us from fully returning to normalized results in 2024, we are pleased with how we
have navigated the inflationary environment. Our continued strategic execution, strong liquidity position, prudent underwriting, and
relentless focus on operational efficiencies have enabled us to navigate through the last several years with resilience. While we
continue to watch the macroeconomic environment closely, we are encouraged by the adaptability of the subprime consumer and
expect our returns to continue normalizing over the longer term.
•
Loan Portfolio Growth and Increased Revenues: In 2024, we grew our net finance receivables by $121 million, or 6.8%,
to an all-time high of $1.9 billion as of December 31, 2024, while also maintaining a tight credit box, focusing on the
origination of our highest confidence loan assets, and deriving the majority of our originations from our top two risk
ranks. Our receivables growth in turn fueled record revenue of $589 million in 2024, up 6.7% from 2023.
•
Expense Discipline and Operational Efficiency: We also continued to closely manage expenses and drive operational
efficiencies while thoughtfully investing in our business in 2024. Our operating expense ratio (sum of general and
administrative expenses divided by average net finance receivables) has improved over the years as we have grown our
loan portfolio and controlled expense growth. The ratio improved to 13.8% in 2024, which is 40 basis points better than
the prior year and 180 basis points better than 2019.
•
Strong Capital Management and Return of Excess Capital: In 2024, we initiated a stock repurchase program of up to
$30 million of our common stock. Our strong balance sheet, with low leverage, healthy reserves, and ample liquidity,
enabled us to fund our growth while returning $16 million in excess capital to shareholders via our dividend and
repurchase programs. We also ended the year in a strong capital position—$466 million of unused borrowing capacity
and $137 million of available liquidity from which to fund our growth and operations. At year-end, 79% of our debt was
fixed rate, with a weighted average coupon of 4.1% and a weighted average revolving duration of 1.3 years.
•
Strong Bottom-Line Results in a Difficult Economic Environment: In 2024, we generated $41.2 million of net income
and diluted earnings per share of $4.14, up sharply from our 2023 results. Our management team skillfully managed
through an uncertain economic environment, providing valuable financial products and services to our customers while
anticipating, preparing for, and reacting to conditions that have been particularly challenging for our customer base.
We are pleased with our strong operating and financial results in 2024, and we believe that the compensation paid to our
named executive officers (or our “NEOs”) for 2024 appropriately reflects and rewards their contributions to our performance.
Compensation Program Highlights in 2024
As in all previous years, our Compensation Committee carefully reviewed our executive compensation program in 2024 to
ensure that its design continued to achieve our intended objectives and reflect executive compensation “best practices.” In addition,
as described in greater detail below, we engaged with our stockholders following our 2024 annual meeting of stockholders (the
“2024 Annual Meeting”) to receive their feedback on executive compensation matters, in light of the 2024 “say-on-pay” proposal
having received support of only 68% of shares voted.
In light of discussions with stockholders—and as an interim step for equity awards that were scheduled to be granted shortly
after the 2024 Annual Meeting—the Compensation Committee determined to make certain changes to the performance metrics of
2024 long-term incentive awards. Our long-term incentive program provides for the delivery of two award vehicles: (i) performance
restricted stock units (“PRSUs”), a performance-based award with a three-year performance period; and (ii) restricted stock awards
(“RSAs”) or restricted stock unit awards (“RSUs“) (collectively, “Restricted Stock“), each a time-based award with a three-year
vesting schedule. For the 2024 PRSU awards, our Compensation Committee enhanced the rigor of the awards by increasing the
threshold and target absolute total shareholder return (“TSR”) vesting conditions. For additional detail regarding the award and
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Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 22
vesting structure for PRSU awards granted in 2024, please see “Compensation Discussion and Analysis – Long-Term Incentive Awards
– Components of 2024 Long-Term Incentive Program.”
The Compensation Committee determined not to increase base salaries or long-term incentive awards amounts in 2024 due to
the uncertain macroeconomic environment. Additionally, the Compensation Committee did not make any material changes to the
annual incentive program in 2024. In making the determinations with respect to our executive compensation program, our
Compensation Committee received advice from its independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”).
Following the grant of the 2024 long-term incentive program awards in June 2024, the Company continued its stockholder
outreach with regard to its executive compensation program, as described in more detail below, and made further changes to the
program for fiscal year 2025. For additional information on our stockholder engagement and response following the 2024 Annual
Meeting, please see “Compensation Discussion and Analysis – Executive Summary of Compensation Programs – Stockholder
Engagement and Response to 2024 Stockholder Voting Results.”
Compensation Program Best Practices
We compensate our executive officers primarily through a mix of base salary, performance-based annual cash awards, and
service- and performance-based long-term incentive awards. Consistent with our pay-for-performance philosophy, a substantial
portion of our executives’ compensation is at risk and linked to the successful performance and management of our company, as
measured against rigorous performance goals established by our Compensation Committee. Our 2024 executive compensation
program included a number of best compensation practices, including the following:
ض
Alignment of executive pay with company performance:
o
2024 incentives are largely performance-contingent, with long-term incentive awards roughly one-half
performance-contingent and annual incentive awards entirely performance-contingent
o
Performance goals are rigorous and are based primarily on objective, quantitative criteria

Results exceeded the quantitative 2024 short-term incentive performance goals, resulting in annual bonus
payments at 112% of target bonuses

Our cumulative TSR between 2022 and 2024 was -26.3%, contributing to a below-target payout of 64% of
target PRSUs granted in 2022
ض
Competitive compensation and incentive program target opportunities for our executives in order to continue to align
their overall compensation with the market for executive talent
ض
Variable short-term incentive payout opportunities to provide upside if performance goals are exceeded, while paying
low or no bonus amounts if goals are not achieved
ض
Focus on long-term stockholder value goals through long-term incentive grants to NEOs and other key contributors,
which include a significant portion that is contingent upon the achievement of absolute TSR goals over a three (3)-year
period with an additional one (1)-year holding period following the vesting date
ض
No payment of excessive perquisites to any NEO or other key employee
ض
No excise tax gross-up payments to any NEO or other key employee
ض
Double-trigger change in control provisions included in the Regional Management Corp. Executive Severance and Change
in Control Plan and all long-term incentive award agreements
ض
No stock option or stock appreciation right re-pricings without stockholder approval under our 2024 Plan
ض
Stock Ownership and Retention Policy for NEOs and directors (5x base salary for CEO, 2x base salary for other NEOs, and
5x annual cash retainer for directors)
ض
Compensation Recoupment Policies, or “clawback policies,” for NEOs and other key employees
ض
Prohibition against hedging and pledging, as set forth in our Code of Ethics and our Stock Ownership and Retention Policy
ض
Compensation program overseen by an independent Compensation Committee with input from an independent
compensation consultant

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 23
Aligning Pay with Performance
We believe that a substantial portion of our executive officers’ compensation should be tied to their performance and the
short- and long-term financial and operating results of our company. We originally developed our long-term incentive program in
2014 in consultation with our independent compensation consultant at the time, and we developed our existing long-term incentive
program in consultation with our current independent compensation consultant FW Cook. We believe that the evolution of our
long-term incentive program since 2014 has been critical to our ability to link our executives’ pay with the performance of our
company, align our executives’ interests with those of our stockholders, and remain competitive in the marketplace for executive
talent.
Our executive compensation program embodies our pay-for-performance philosophy and closely ties the interests of our key
executives to those of our stockholders. We heavily weight our executive officers’ compensation in performance-based short- and
long-term incentive awards that are designed to reward exceptional performance. The following table describes the program design
for each element of our incentive-based pay in 2024.
Pay Elements
Program Design
Annual
Incentive Program
•
Consists entirely of performance-based cash awards:
ο
Metrics include pre-provision net income, average finance receivables, net credit losses
as a percentage of average finance receivables, pre-provision return on assets, total
general and administrative expense as a percentage of total revenue, and an analysis by
our Compensation Committee of our executives’ execution against short-term strategic
objectives
•
Motivates our executives and brings total cash opportunities to competitive levels
•
Upside opportunity for high performance, but with a challenging threshold
Long-Term
Incentive Program
•
Consists of PRSUs and Restricted Stock:
ο
Vesting of PRSUs is based on total return to stockholders through the Company’s stock
price appreciation and declared dividends with absolute cumulative TSR over a three
(3)-year performance period as the sole performance metric; shares subject to
additional one (1)-year holding period
ο
Roughly one-half of grant date fair value is in the form of performance awards
ο
Restricted Stock vests in three equal annual installments, subject to continued
employment or as provided in the 2024 Plan or relevant award agreement
•
Provides strong incentive to meet or exceed long-term financial and strategic goals to
drive stockholder value and is utilized to attract, retain, and motivate executive talent
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Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 24
The compensation packages of our Chief Executive Officer and our other NEOs are closely aligned with performance. For 2024,
the majority of both long-term incentive (“LTI”) and short-term incentive (“STI”) compensation was variable and performance-based:
__________
Note: The presentation excludes perquisites, which are an immaterial component of our executives’ compensation. The Other NEO
target pay mix set forth above is the average for Ms. Rana, Mr. Fisher, Mr. Parmar, and Ms. Atwood.
Results of Short- and Long-Term Incentive Programs
Our annual incentive program provides our executives with the opportunity to earn performance-based annual cash awards
pursuant to our Annual Incentive Plan (as amended and restated, the “Annual Incentive Plan”). The achievement and payment of
annual cash awards in 2024 was tied directly to our financial and operational performance, based primarily (75%) on objective
performance measures and, to a lesser extent (25%), on our Compensation Committee’s assessment of our executive team’s
achievement of its short-term strategic objectives. For 2024, our executive officers were paid 112% of their target annual bonuses
under our Annual Incentive Plan as a result of our solid financial and operating results, as well as the management team’s successful
navigation of the challenging macroeconomic environment, significant improvements made to our technology infrastructure,
continued strong execution on funding initiatives, maintenance of strong internal controls, and progress on our digital initiatives.
In 2022, our long-term incentive program provided for the delivery of long-term incentive awards through a combination of
two award vehicles: (i) time-based restricted stock awards and (ii) PRSUs. Vesting of the PRSUs was subject to the achievement of
performance objectives over a three (3)-year performance period that began on January 1, 2022 and ended on December 31, 2024.
Vesting of the PRSUs was dependent upon meeting a three (3)-year threshold level of absolute cumulative TSR. To earn the target
award at the end of the three (3)-year performance period, our stock price (calculated based on the 20-day trading average through
the vesting date) plus the value of reinvested dividends paid (“Dividend-Adjusted Ending Price”) must have increased by 15% from
the 20-day trading average stock price through the grant date. No PRSUs could be earned by executive officers if the cumulative TSR
at the end of the three (3)-year performance period was below the threshold performance level of -42.5% cumulative TSR, and
executive officers could not earn more than 150% of the number of units granted if performance exceeded the maximum
performance level of 72.5% cumulative TSR. In January 2025, as described in greater detail later in this Proxy Statement, based upon
results achieved during the performance period, our Compensation Committee determined that our NEOs earned 64% of their
target PRSUs.
Stockholder Engagement and Response to 2024 Stockholder Voting Results
Stockholder outreach is a central feature of our investor relations philosophy. We provide numerous opportunities for current
and prospective stockholders to gain access to our management team through quarterly earnings calls, attendance at investor
conferences, one-on-one in-person meetings, and telephone calls. Through these interactions, we are able to educate current and
prospective investors about our company, learn about concerns of stockholders, and provide investors with a better understanding
of our business model and philosophy. We also receive valuable feedback from investors on topics including strategy, corporate
governance, and executive compensation, which the Board and management take into consideration in making future business and
compensation decisions.
At our 2024 Annual Meeting, our Nominating Committee Chair Maria Contreras-Sweet received support of approximately 73%
of shares voted, while all other directors received above 90% support. In addition, the 2024 “say-on-pay” proposal received support
of approximately 68% of shares voted, after receiving support above 94% each of the prior three (3) years. The Board, Nominating

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 25
Committee, and Compensation Committee were disappointed by this low level of support and directed management to conduct
extensive outreach to understand stockholders’ perspectives and determine what actions could be taken to address their concerns.
Since our 2024 Annual Meeting, we reached out to institutional investors owning more than 67% of our outstanding common
stock (as of December 31, 2024), specifically for the purpose of receiving their feedback regarding corporate governance matters
and executive compensation practices. Our outreach and engagement meetings included stockholders who had supported the say-
on-pay proposal as well as those who voted against it in 2024. We met with each stockholder who accepted our engagement
request, representing approximately 38% of our shares outstanding. Mr. Freiberg, our Compensation Committee Chair, participated
in engagements with investors representing 35% of our shares outstanding.
Our outreach included stockholders owning more than 90% of the shares voted against the 2024 say-on-pay proposal (based
on estimated shares held as of the 2024 Annual Meeting record date). Mr. Freiberg and/or another independent director
participated in engagements with four investors representing 89% of our shares voted against the say-on-pay proposal.
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Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 26
Through these robust engagements, we were able to receive important feedback from stockholders about our corporate
governance practices and executive compensation program, including areas of concern. We provided the Board with periodic
updates on stockholder engagements, and based on the feedback received, we have made certain changes to our board
composition:
What We Heard on Board Composition
Our Action Taken in Response
With respect to stockholder support for the election of Ms.
Contreras-Sweet, we heard from stockholders that they would
like to see improved gender diversity on our Board.
In March 2025, we appointed Julie Booth to our Board.
•
Ms. Booth brings to the Board extensive financial and
executive management expertise, is an audit committee
financial expert, and serves as a member of our Audit
Committee.
•
Independent directors now hold 78% of our Board seats,
44% of the Board is racially or ethnically diverse, and
33% of the Board is female.
The discussions regarding our executive compensation program included open dialogue regarding the unique dynamics of our
business and the industry in which we operate. We provided stockholders with a detailed review of our compensation program,
including our pay-for-performance philosophy, the percentage of executive compensation that is at-risk and performance-based,
peer group composition and development, methods for establishing target pay opportunities, the positioning of executive target pay
opportunities within our peer group, the components and features of our compensation program, the financial metrics used within
the program and the method by which performance targets are established, the level of realized pay relative to target pay
opportunities, and longitudinal data on performance and payments under the various compensation programs.
Conversations with stockholders who did not support the say-on-pay proposal overwhelmingly focused on the structure of our
PRSU award. Following engagement with stockholders throughout 2024 and in early 2025, the Compensation Committee made
significant changes to the PRSU vesting conditions.
What We Heard on Executive Compensation
Our Action Taken in Response
Stockholders expressed concerns about the threshold, target,
and maximum total shareholder return (TSR) performance
levels established for PRSU vesting.
As an interim step for PRSU awards that were scheduled to be
granted shortly after the 2024 Annual Meeting, our
Compensation Committee enhanced the rigor of the awards
by increasing the threshold and target absolute TSR
performance levels established for vesting of the 2024 PRSU
awards.
Stockholders stated a preference for vesting to be based upon
relative TSR compared to a peer group.
Our Compensation Committee eliminated absolute TSR
performance metrics in PRSU awards granted in 2025.
•
Instead of absolute TSR performance metrics, the
Compensation Committee conditioned vesting of 2025
PRSU awards upon the ranking of our TSR against a
custom comparator group of companies over the
performance period.
•
Additionally, the PRSU awards granted in 2025 require
above-median relative TSR performance for target
payout.
Stockholders asked that the PRSU incorporate an additional,
internal performance metric, preferably one that is within
management’s control and is associated with profitability
and/or returns.
For PRSU awards granted in 2025, vesting is further
conditioned upon the achievement of established targets for
pre-provision return on assets for fiscal years 2025 through
2027.
With these changes, the Compensation Committee shifted the PRSU award vesting conditions from an absolute TSR vesting
structure in 2024 to a relative TSR vesting structure in 2025 and added an internal performance metric to the PRSU award for 2025.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 27
For additional detail regarding the award and vesting structure for PRSU awards granted in 2025, please see “Compensation
Discussion and Analysis – Long-Term Incentive Awards – Components of 2025 Long-Term Incentive Program.”
In assessing our compensation program and changes to the program in response to stockholder feedback, the Compensation
Committee received guidance from its independent compensation consultant. We expect to continue our stockholder outreach,
including by making ourselves available to hear stockholder feedback regarding executive compensation and corporate governance
practices through the date of the Annual Meeting and beyond.
Compensation Objectives and Approaches
Compensation Program Objectives
The primary objectives of our executive compensation program are to attract and retain talented executives to effectively
manage and lead our company and to create long-term stockholder value. The compensation packages for our executive officers for
2024 generally included a base salary, performance-based annual cash awards, service- and performance-based long-term incentive
awards, and other benefits. Our current compensation program for our executive officers has been designed based on our view that
each component of executive compensation should be set at levels that attract and retain skilled executives, within reasonable
parameters, and that are fair and equitable in light of market practices.
Base salaries are intended to provide a minimum, fixed level of cash compensation sufficient to attract and retain an effective
management team when considered in combination with other components of our executive compensation program. The base
salary element is meant to provide our executive officers with a stable income stream that is commensurate with their
responsibilities and to compensate them for services rendered during the fiscal year.
Consistent with our pay-for-performance strategy, our performance-based Annual Incentive Plan is customized to achieve
specific objectives, reward increased levels of operational success, and emphasize appropriate levels of performance measurement.
The key goals addressed by our Annual Incentive Plan include (i) achievement of short-term financial and operational objectives, (ii)
increased stockholder value, (iii) motivation and attraction of key management talent, (iv) rewarding key contributors for
performance against established criteria, and (v) focusing on our pay-for-performance compensation strategy.
Our long-term incentive program, which for 2024 included performance-based PRSUs and service-based Restricted Stock,
operates in tandem with our annual incentive program and is consistent with our pay-for-performance strategy. These long-term
incentives generally are intended to create (i) a strong sense of ownership, (ii) a focus on achievement of long-term, strategic
business objectives, (iii) an enhanced linkage between the interests of our executives and stockholders, (iv) an enhanced relationship
between pay and performance, and (v) an incentive to attract and retain superior employees. Long-term incentive program awards
are issued under our 2024 Plan.
The discussion below includes a review of our compensation program for 2024. Our NEOs for 2024 were:
Robert W. Beck
President and Chief Executive Officer
Harpreet Rana
Executive Vice President and Chief Financial and Administrative Officer
Brian J. Fisher
Executive Vice President and Chief Strategy and Development Officer
Manish Parmar
Executive Vice President and Chief Credit Risk Officer
Catherine R. Atwood
Senior Vice President, General Counsel, and Secretary
Compensation Determination Process
The Compensation Committee reviews and approves the compensation determinations for all of our executive officers, taking
into consideration the recommendations of our Chief Executive Officer for executive officers other than himself. In setting an
executive officer’s compensation package and the relative allocation among different types of compensation, we consider the
nature of the position, the scope of associated responsibilities, and the individual’s prior experience and skills, as well as the
compensation of our existing executive officers and our general impressions of prevailing conditions in the market for executive
talent.
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Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 28
Engagement and Use of an Independent Compensation Consultant
The Compensation Committee has the authority to hire outside advisors and experts, including compensation consultants, to
assist it with director and executive officer compensation determinations. Since 2014, the Compensation Committee has partnered
with an independent compensation consultant to provide guidance related to our executive compensation program, and currently,
the Compensation Committee engages FW Cook as our independent compensation consultant. We utilize FW Cook to better ensure
that our compensation practices are appropriate for our industry, to review and to make recommendations with respect to
executive officer and director cash and equity compensation, and to update our peer group, in each case for the Compensation
Committee’s use in setting compensation.
FW Cook’s recommendations to the Compensation Committee have generally been in the form of suggested compensation
ranges or descriptions of policies that FW Cook currently considers “best practice” in our industry and for publicly traded companies.
The Compensation Committee uses FW Cook’s reports to further its understanding of executive officer cash and equity
compensation practices in the market.
During 2024, FW Cook worked only for the Compensation Committee and performed no additional services for the Company
or any of our executive officers. The Compensation Committee Chair approved all work performed by FW Cook.
Our Compensation Committee assessed the independence of FW Cook, taking into account the factors set forth in NYSE rules,
among other things. Our Compensation Committee concluded that no conflict of interest exists with respect to the work FW Cook
performed or performs, as applicable, for our Compensation Committee and FW Cook is independent under NYSE rules.
Establishment and Use of a Peer Group
We generally monitor compensation practices in the markets where we compete for executive talent to obtain an overview of
market practices and to ensure that we make informed decisions on executive pay packages. For 2024 compensation decisions, we
reviewed the compensation awarded by a peer group of publicly traded companies.
At the outset of 2024, based upon prior peer group reviews conducted with the assistance of FW Cook, our peer group
consisted of the following companies:
•
America’s Car-Mart, Inc.
•
Consumer Portfolio Services, Inc.
•
Credit Acceptance Corp.
•
CURO Group Holdings Corp.
•
ECN Capital Corp.
•
Enova International, Inc.
•
EZCORP, Inc.
•
Goeasy Ltd.
•
Green Dot Corporation
•
LendingTree, Inc.
•
Medallion Financial Corp.
•
MoneyLion Inc.
•
OneMain Holdings, Inc.
•
Oportun Financial Corp.
•
Propel Holdings, Inc.
•
World Acceptance Corporation
In the fourth quarter of 2024, with assistance from FW Cook, we updated our peer group using a scorecard-based approach
that involved applying several filters (e.g., similar in revenue, market capitalization, and net income, similar in industry classification,
strong financial health, presence of overlapping peers, and identification as a peer by a proxy advisory firm) and selecting the most
qualified peer companies from a broader list of candidates. Based on the evaluation, our Compensation Committee determined to
remove two companies from our peer group: (i) CURO Group Holdings Corp. (due to the fact that the company filed for bankruptcy
in 2024) and (ii) OneMain Holdings, Inc. (due to its comparatively large size). The Compensation Committee also determined to add

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 29
Upstart Holdings, Inc. and Velocity Financial, Inc. to our peer group because these companies are in a similar industry and/or have
related business traits. As a result, our new peer group for 2025 consists of the following companies:
•
America’s Car-Mart, Inc.
•
Consumer Portfolio Services, Inc.
•
Credit Acceptance Corp.
•
ECN Capital Corp.
•
Enova International, Inc.
•
EZCORP, Inc.
•
Goeasy Ltd.
•
Green Dot Corporation
•
LendingTree, Inc.
•
Medallion Financial Corp.
•
MoneyLion Inc.
•
Oportun Financial Corp.
•
Propel Holdings, Inc.
•
Upstart Holdings, Inc.
•
Velocity Financial, Inc.
•
World Acceptance Corporation
As of the time that the Compensation Committee approved our new peer group, we were in the 2nd quartile of the peer
group based on the latest four quarters of revenue and net income, and we were in the 1st quartile of the peer group based on
market capitalization as of September 30, 2024.
These peer companies are largely within the consumer finance or specialty finance industries, are similar in size and/or scope
to Regional, and/or are companies that Regional competes against for products, services, and human capital. Some companies
included in our peer group will meet some, but not all, of these criteria. However, in setting compensation levels for our executive
officers, our Compensation Committee takes into account any relevant differences among these peers.
Consistent with our compensation objectives of attracting and retaining top executive talent, we believe that the base salaries
and performance-based short- and long-term incentive compensation of our executive officers should be set at levels which are
competitive with our peer group companies of comparable size, although we do not target any specific pay percentile for our
executive officers. The peer group is used more as a general guide, being mindful of the following:
•
Appropriate base salaries for our executive officers should generally be in line with those paid by peer group companies of
comparable size.
•
Performance-based short- and long-term incentive awards should reward exceptional performance, which can result in
overall compensation that can exceed those of peer group companies of comparable size.
•
Actual total compensation for executive officers may approach the higher end of the compensation at such peer group
companies of comparable size, but only if high levels of short- and long-term performance are achieved.
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Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 30
Elements of Compensation
Each executive officer is eligible to receive a balance of variable and fixed compensation. The following table describes the
various forms of compensation used in 2024:
Pay Elements
Component(s)
Rationale for Form of Compensation
Base Salary
•
Cash
•
Attract and retain executive talent
•
Provide a fixed base of compensation
generally aligned to peer group levels
Short-Term Incentive
•
Performance-based annual cash bonus
•
Drive the achievement of key business
results on an annual basis
•
Recognize individual executives based on
their specific and measurable contributions
•
Structure a meaningful amount of at-risk,
performance-based annual compensation
Long-Term
Incentive
•
Performance-based long-term incentives:
ο
PRSUs
•
Service-based long-term incentives:
ο
Restricted Stock
•
Drive the sustainable achievement of key
long-term business results
•
Align the interests of executives with
stockholders
•
Structure a meaningful amount of at-risk,
performance-based long-term
compensation
•
Attract, retain, and motivate executive
talent
Base Salary
Annual base salaries are established on the basis of market conditions at the time we hire an executive, as well as by taking
into account the particular executive’s level of qualifications, experience, duties, and responsibilities. The Compensation Committee
reviews the base salaries of our executive officers annually, and any subsequent modifications to annual base salaries are made in
consideration of the appropriateness of each executive officer’s compensation, both individually and relative to the other executive
officers, the individual performance of each executive officer, changes in duties and responsibilities, and any significant changes in
market conditions. We do not apply specific formulas to determine increases.
The Compensation Committee did not make any changes to base salaries in 2024 and approved NEO annual base salaries for
2025, as shown in the table below.
Name
2023 Base Salary
2024 Base Salary
2025 Base Salary
Robert W. Beck
$
660,000
$
660,000
$
680,000
Harpreet Rana
$
420,000
$
420,000
$
435,000
Brian J. Fisher
$
412,000
$
412,000
$
412,000
Manish Parmar
$
363,000
$
363,000
$
363,000
Catherine R. Atwood
N/A
$
363,000
$
372,000
In the first quarter of 2024, the Compensation Committee, in consultation with FW Cook, reviewed executive total direct
compensation and determined not to make any increases to NEO base salaries in light of the uncertain macroeconomic
environment. In 2024, our executive officers’ base salaries ranged between the 14th and 36th percentile relative to comparable
executive officers at peer companies based on FW Cook’s October 2024 benchmarking analysis. In the first quarter of 2025, the
Compensation Committee increased the base salaries of certain executive officers, marking the first base salary increase these
executives have received since January 1, 2022.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 31
Our Compensation Committee believes that it has set base salaries at appropriate levels to attract and retain effective
executives and that base salaries, when combined with short- and long-term incentives, are an important component of a holistic
compensation approach.
Performance-Based Annual Cash Awards
Our executive officers are eligible for performance-based annual cash awards linked to performance targets set by our
Compensation Committee. Our annual incentive program is designed to drive achievement of annual corporate goals, including key
financial and operating results and strategic goals that create long-term stockholder value.
Components of Annual Incentive Program
The awards for 2024 were based primarily (75%) on our performance with respect to the metrics in the following table. The
metrics in the table below drive the overall performance of our business from year to year and are balanced elements of our
historical financial success. Each of the below five metrics are equally weighted at 15% each.
Performance Metric
What It Measures
Rationale for Metric
Pre-Provision Net
Income
Profitability
•
Measures the effectiveness of our management team’s execution of
our strategic and operational plans
•
Reflects business variables and factors that are within
management’s control or are influenced by decisions made by
executives
Pre-Provision Return on
Assets
Efficiency of
Profitability
•
Measures the effectiveness of our management team’s utilization of
assets to generate earnings
•
Holds management accountable for growing the loan portfolio in a
controlled and profitable manner
Average Finance
Receivables
Loan Portfolio Growth
•
Measures our ability to grow our business
Net Credit Losses as a
Percentage of Average
Finance Receivables
Loan Portfolio Control
•
Measures the control our management team exerts on our loan
portfolio
•
Measures the quality of underwriting policies and decisions and the
effectiveness of collection efforts
•
When combined with our average finance receivables measure,
balances attractive growth with effective portfolio control
Total General and
Administrative Expense
as a Percentage of Total
Revenue
Expense Control
•
Measures the effectiveness with which our management team
utilizes our corporate resources and minimizes our corporate
expenses
The remaining 25% of the 2024 annual incentive awards was based on our Compensation Committee’s assessment of our
executive team’s achievement of its short-term strategic objectives, which are consistent with our Board-approved financial and
business plans for the Company. In light of ongoing, significant strategic projects and initiatives, our Compensation Committee
believes that it is important to appropriately incentivize the achievement of strategic objectives (which often cannot be measured
quantitatively) by linking their achievement (and the quality thereof) to our executives’ compensation.
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Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 32
2024 Annual Incentive Program Performance Targets, Results, and Payouts
For 2024, the following table provides details regarding the threshold, target, and maximum levels of performance set by the
Compensation Committee for each performance metric, the weighting applied to each metric, our actual annual performance
pursuant to each metric, and the percentage payout for each metric and in total. For each metric, as in prior years, a threshold level
of performance must have been exceeded in order to earn any award, and each executive is eligible to earn up to 150% of his or her
target award based upon the achievement of the performance goals established by the Compensation Committee. Performance
between these goals is linearly interpolated. In setting the 2024 target performance goals, the Compensation Committee considered
prevailing economic conditions, including elevated inflation, higher interest rates, and credit trends, and aligned performance
targets with the annual financial and business plan approved by the Board. The Compensation Committee seeks to establish
rigorous, yet achievable financial targets to ensure that management remains properly incentivized to perform, while also ensuring
that the targets do not incentivize excessive risk taking by management.
Performance Metric
Threshold
Performance
Target
Performance
Maximum
Performance
Actual
Performance
Percentage
Weight
Percentage
Payout
Pre-Provision Net Income(1)(2)
$31,343
$44,776
$53,731
$50,452
15.0%
19.8%
Pre-Provision Return on Assets(2)
2.07%
2.43%
2.79%
2.79%
15.0%
22.3%
Average Finance Receivables(1)
$1,617,580
$1,797,311
$1,977,042
$1,788,481
15.0%
14.6%
Net Credit Losses Percentage
12.33%
10.72%
9.11%
11.19%
15.0%
12.8%
G&A Expense Percentage (Revenue)
46.53%
43.28%
40.03%
42.09%
15.0%
17.8%
Qualitative Performance Component(3)
N/A
N/A
N/A
N/A
25.0%
25.0%
Total
100.0%
112.3%
__________
(1) Dollars denominated in thousands.
(2) Pre-provision net income is defined as net income excluding the tax-effected impact of the provision for credit losses but
including the impact of recognized net credit losses. Pre-provision net income is used as the numerator in calculating pre-
provision return on assets.
(3) Qualitative Performance Component is based on individual and team performance.
As described above, 25% of the total annual incentive program award opportunity is linked to our Compensation Committee’s
assessment of our executive team’s achievement of its short-term strategic objectives. For 2024, our Compensation Committee
elected to pay 100% of this award opportunity to each of our NEOs. The qualitative performance percentage was based on, among
other things, the achievement of the following strategic objectives:
•
The executive team’s successful navigation of challenging macroeconomic events, including higher interest rates and
inflationary pressure;
•
Grew the auto-secured portfolio to $207 million, representing 11% of the total loan portfolio, compared to 9% in the prior
year;
•
Significant improvements made to our technology infrastructure, including numerous system and process efficiencies,
which improved the customer experience;
•
Continued strong execution on funding initiatives, including amendments to five credit facilities, which improved liquidity
and covenant levels for variable rate debt, and closed two asset-backed securitizations with favorable pricing, spreads,
and investor subscription;
•
Maintenance of strong internal controls; and
•
Progress on our digital initiatives.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 33
Target annual incentive levels and actual performance-based annual cash awards for each of our NEOs for 2024 are detailed
below, based upon the 112.3% performance achievement detailed above.
Name
2024 Eligible
Base Salary
2024 Target Award
as % of Salary
Target Award
Actual Award
Robert W. Beck
$
660,000
150%
$
990,000
$
1,111,770
Harpreet Rana
$
420,000
100%
$
420,000
$
471,660
Brian J. Fisher
$
412,000
100%
$
412,000
$
462,676
Manish Parmar
$
363,000
100%
$
363,000
$
407,649
Catherine R. Atwood
$
363,000
100%
$
363,000
$
407,649
The target award percentages described above were determined by the Compensation Committee and are calibrated so that
the total compensation opportunity for each executive officer is commensurate with that executive’s role and responsibilities. For
2024, the target award percentages remained the same as those in 2023. If an executive voluntarily terminates his or her
employment during the performance year, he or she generally is ineligible to receive payment of a performance-based annual cash
award.
Annual Incentive Program Opportunities in 2025
In March 2025, our Compensation Committee determined that the 2025 annual incentive program would be identical in
structure to the 2024 program described above. Target 2025 incentive levels for each of our NEOs, as established by our
Compensation Committee, are described in the table below.
Name
2025
Base Salary
2025 Target Award
as % of Salary
2025 Target
Award
Robert W. Beck
$
680,000
150%
$
1,020,000
Harpreet Rana
$
435,000
100%
$
435,000
Brian J. Fisher
$
412,000
100%
$
412,000
Manish Parmar
$
363,000
100%
$
363,000
Catherine R. Atwood
$
372,000
100%
$
372,000
Our Compensation Committee’s goal is to implement a short-term incentive program that is effective in motivating our
executives to achieve short-term financial and operational objectives, in furtherance of our pay-for-performance compensation
strategy and our long-term strategic plans.
Long-Term Incentive Awards
Our long-term incentive award grants are intended to directly align the interests of our executive officers with those of our
stockholders, to give our executive officers a strong incentive to maximize stockholder returns on a long-term basis, and to aid in our
recruitment and retention of key executive talent necessary to ensure our continued success.
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Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 34
Components of 2024 Long-Term Incentive Program
Following the 2024 Annual Meeting, our Board and management engaged with stockholders to solicit feedback regarding our
LTI program. Additionally, our Compensation Committee, in consultation with FW Cook, conducted a review of the design of our LTI
program. Based on this review and in response to stockholder feedback, the Compensation Committee determined to make certain
changes to the PRSU awards that were scheduled to be granted shortly after the 2024 Annual Meeting. Specifically, the
Compensation Committee enhanced the rigor of the awards by increasing the threshold and target absolute TSR performance levels
established for vesting of the 2024 PRSU awards. The design of this program is intended to directly align the interests of our
executive officers with those of our stockholders, to give our executive officers a strong incentive to maximize stockholder returns
on a long-term basis, and to aid in our recruitment and retention of key executive talent necessary to ensure our continued success.
In 2024, similar to 2022 and 2023, our long-term incentive program provided for the delivery of long-term incentive awards
through a combination of the following two award vehicles:
LTI Vehicle
Performance Period
Weighting
Performance
Restricted Stock Units
A three (3)-year performance period beginning
June 3, 2024 and ending June 3, 2027
Approximately one-
half of total target
award
Restricted Stock
N/A – Shares vest in three equal annual installments
beginning on December 31st of the grant year, subject to
continued employment
Approximately one-
half of total target
award
The PRSU award is a performance-contingent award that rewards executives for TSR as measured by the Company’s stock
price appreciation and declared dividends. We used absolute cumulative TSR as the sole performance metric for the award because
the Compensation Committee believed it to be the ultimate measure of the Company’s achievement for its stockholders over the
long term. The PRSUs have both upside potential and downside risk based on positive or negative cumulative TSR performance.
Vesting of the PRSU award occurs on December 31, 2026 for the 2024 awards; however, the performance period for the 2024 PRSUs
extends through June 3, 2027. Vested PRSUs are subject to an additional one (1)-year holding period following the December 31,
2026 vesting date. Vesting is dependent upon meeting a three (3)-year threshold level of absolute cumulative TSR over the
performance period, and participants are eligible to earn up to 150% of their target award.
To earn the target award at the end of the three (3)-year performance period, our Dividend-Adjusted Ending Price must
increase by 20% (as opposed to the 15% increase requirement of the prior year award) from the 20-day trading average stock price
through the grant date. Executive officers will earn no PRSUs if the cumulative TSR at the end of the three (3)-year performance
period is below the threshold performance level, and executive officers cannot earn more than 150% of the number of units granted
if performance exceeds the maximum performance level. The following table reflects potential performance and payout
percentages. Performance between these points will be linearly interpolated.
Performance
Payout
Performance Level
Dividend-Adjusted Ending
Price Above Target
Absolute TSR(1)
Shares Earned
Value Delivered(2)
Maximum
+50.0%
+50.0%
150%
225%
+25.0%
+35.0%
125%
169%
Target
0.0%
+20.0%
100%
120%
(25.0%)
0.0%
75%
75%
Threshold
(50.0%)
(20.0%)
50%
40%
<(50.0%)
<(20.0%)
0%
0%
__________
(1) For 2024, in response to stockholder feedback, the Compensation Committee increased the target absolute TSR performance
level from 15% to 20%, and the threshold performance level was adjusted from -42.5% to -20% absolute TSR.
(2) Assumes PRSUs have an accounting value equal to the share price at grant.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 35
Long-Term Incentive Awards in 2024
In mid-2024, the Compensation Committee established target long-term incentive opportunities for executive officers,
determining not to make any adjustments to the dollar value of the awards to NEOs from the prior year. The following awards were
granted to our NEOs in 2024:
2024 Target Grant Date Value
Name
Total
Performance RSUs(1)
Restricted Stock(2)
Robert W. Beck
$
3,000,000
$
1,500,000
$
1,500,000
Harpreet Rana
$
890,000
$
445,000
$
445,000
Brian J. Fisher
$
675,000
$
337,500
$
337,500
Manish Parmar
$
545,000
$
272,500
$
272,500
Catherine R. Atwood
$
424,000
$
212,000
$
212,000
__________
(1) The number of shares subject to the performance-contingent PRSU awards is determined by dividing the value of the award by
the fair value of each PRSU, calculated on or as close in time as practicable to the grant date of the award using a Monte Carlo
valuation model (rounded down to the nearest whole share).
(2) Mr. Beck received a service-based restricted stock unit award. All other NEOs received a service-based restricted stock award.
The number of shares subject to the restricted stock awards and the restricted stock unit award is determined by dividing the
value of the award by the closing price per share of common stock on the grant date (rounded down to the nearest whole
share).
Our Compensation Committee believes that our long-term incentive program furthers our pay-for-performance objectives,
creates a compelling recruitment and retention tool, appropriately focuses our executives on the achievement of long-term financial
and business goals, and strengthens the alignment of our executives’ interests with those of our stockholders.
Components of 2025 Long-Term Incentive Program
In 2024 and early 2025, our Compensation Committee, in consultation with FW Cook, conducted a review of the design of our
long-term incentive program. As discussed in more detail earlier in this Proxy Statement, this review was a direct result of both the
results of the 2024 say-on-pay proposal and extensive stockholder outreach conducted between the 2024 Annual Meeting and the
grant date of the 2025 long-term incentive awards. Based on its review, the Compensation Committee determined to adopt a
revised long-term incentive program for our executive officers. Similar to the 2024 long-term incentive program, the design of the
2025 program is intended to directly align the interests of our executive officers with those of our stockholders, to give our executive
officers a strong incentive to maximize stockholder returns on a long-term basis, and to aid in our recruitment of key executive
talent necessary to ensure our continued success.
The 2025 long-term incentive program provides for delivery of long-term incentive awards through a combination of the same
two award vehicles as the 2024 long-term incentive program: (i) approximately 50% of the total target award in PRSUs and (ii)
approximately 50% of the total target award in Restricted Stock. The performance metrics for the PRSU award were revised for
2025. Instead of measuring performance based on absolute cumulative TSR, the 2025 PRSU award rewards executives for relative
TSR as compared to a custom peer group consisting of 131 similarly situated publicly traded financial companies. In addition, the
Compensation Committee determined to add an absolute financial metric - pre-provision return on assets (“ROA”) - as a
performance modifier to the relative TSR metric. We use relative TSR as the principal performance metric for the 2025 PRSU award
because the Compensation Committee believes it is the best measure of the Company’s achievement for its stockholders over the
long term and because our stockholder outreach confirmed that the majority of stockholders who engaged in compensation
discussions with us favor relative TSR over the previously used absolute TSR design. In addition, we added the pre-provision ROA
performance modifier based on the preference expressed in our stockholder engagement for the use of a performance metric that
directly reflects Company performance and is within management’s control.
The PRSUs have both upside and downside potential based on both relative TSR performance and the results of pre-provision
ROA over the performance period. Vesting of the 2025 PRSU award occurs at the end of the performance period, which is December
31, 2027, and vested PRSUs are subject to an additional one (1)-year holding period following the vesting date. Vesting is dependent
upon meeting a three (3)-year threshold level of relative TSR, and participants are eligible to earn up to 150% of the target award
based on relative TSR, plus an additive 20% based on the Company’s pre-provision ROA over the performance period, resulting in a
maximum total payout of 170%. To earn the target award at the end of the three (3)-year performance period, our relative TSR must
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Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 36
be at the 55th percentile among the Company’s custom peer group. TSR is ranked among custom peer group companies, and the
payout will be based on the following schedule with linear interpolation between threshold and target, and target and maximum.
Performance Level
Relative TSR Goal
Relative TSR Payout
(% of Target)
Maximum
>= 80th Percentile
150%
Target
55th Percentile
100%
Threshold
30th Percentile
50%
In order to determine the custom peer group, the Compensation Committee limited the group to companies listed in the S&P
SmallCap 600 Financials Index, added current peer companies that were not listed in the previously mentioned index, and added
OneMain Financial because it competes directly with us in the consumer finance industry for both customers and human capital.
This process resulted in a custom peer group of 131 companies, which will be used to determine performance under the relative TSR
metric.
The 2025 PRSU also includes a pre-provision ROA modifier, defined as pre-provision net income from operations divided by
average total assets. We believe that pre-provision ROA measures the effectiveness of our management team’s utilization of assets
to generate earnings and holds management accountable for growing the loan portfolio in a controlled and profitable manner.
Average annual pre-provision ROA for fiscal years 2025 through 2027 will be certified by the Compensation Committee at the end of
the performance period and will act as an additive modifier to the PRSU award. The number of units earned under the PRSU award
may increase or decrease by as much as 20% based upon the Company’s achievement of average annual pre-provision ROA
compared to threshold, target, and maximum performance levels established by the Compensation Committee. Executive officers
cannot earn more than 170% of the number of units granted if performance exceeds the maximum performance levels.
2022 Long-Term Incentive Program Performance Results and Payouts
In February 2022, we granted our then-current executive officers long-term incentive awards pursuant to the program
described above in “Compensation Discussion and Analysis – Executive Summary of Compensation Programs – Results of Short- and
Long-Term Incentive Programs.” All of our NEOs participated in the 2022 long-term incentive program. The three (3)-year
performance period established under the 2022 long-term incentive program ended on December 31, 2024. Our absolute
cumulative TSR resulted in the following payout:
Payout Scenario
Ending Value
Cumulative TSR
Applicable Payout
Payout Value to
Grant Value
Threshold
$
29.49
-42.5%
50.0%
28.8%
Target
$
58.98
15.0%
100.0%
115.0%
Maximum
$
88.48
72.5%
150.0%
258.8%
Final Performance Results(1)
$
37.78
-26.3%
64.1%
47.2%
__________
(1) Final Performance Results based on the Dividend-Adjusted Ending Price as of December 31, 2024.
Based upon the above results, in January 2025, our Compensation Committee determined that our NEOs vested in and earned
64.1% of their total target PRSUs under the 2022 long-term incentive program. Since the development of our performance-based
long-term incentive program in 2014, the Compensation Committee believes that the results have been appropriately punitive
during times of poor performance and appropriately rewarding during times of strong performance. The following table provides
information regarding the percentage of the target performance-contingent RSUs and cash-settled performance units (both
performance-contingent long-term incentive vehicles that existed in our long-term incentive programs prior to 2022) and PRSUs
vested under our long-term incentive programs since 2014 for our NEOs:
Long-Term Incentive Program
Award Component
2014
Grant
Year
2015
Grant
Year
2016
Grant
Year
2017
Grant
Year
2018
Grant
Year
2019
Grant
Year
2020
Grant
Year
2021
Grant
Year
2022
Grant
Year
Average
Since
Program
Inception
Performance-Contingent RSUs
0.0%
0.0%
116.5%
96.6%
105.6%
95.6%
145.0%
100.0%
N/A
82.4%
Cash-Settled Performance Units
0.0%
0.0%
116.5%
126.6%
105.6%
114.5%
145.0%
100.0%
N/A
88.5%
PRSUs
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
64.1%
64.1%
__________
Note: The table presents weighted-average results for each grant year based on each executive’s target and earned award values.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 37
Our Compensation Committee believes that vesting at these levels appropriately reflects our operational and financial results
over the relevant periods, validates our pay-for-performance strategy, and is supported by our TSR.
Perquisites
We also provide various other limited perquisites and personal benefits to our executive officers that are intended to be part
of a competitive compensation program. For 2024, these benefits included:
•
Mobile phone allowance payments to Mr. Beck, Ms. Rana, and Mr. Parmar during the first five months of 2024; and
•
Payment of supplemental long-term disability premiums, which is intended, in part, to insure against our severance
obligations in the event of a disability termination event under an executive’s employment agreement.
We also offer our executive officers benefits that are generally available to all of our employees, including 401(k) plan
matching contributions, health insurance, disability insurance, dental insurance, vision insurance, life insurance, paid time off, and
the reimbursement of qualified business expenses. The Compensation Committee believes that these benefits are comparable to
those offered by other companies that compete with us for executive talent and are consistent with our overall compensation
program. Perquisites are not a material part of our compensation program.
Other Compensation Policies, Practices, and Matters
Stock Ownership and Retention Policy
The Compensation Committee believes that significant ownership of common stock by our executives and directors directly
aligns their interests with those of our stockholders and also helps to balance the incentives for risk-taking inherent in equity-based
awards made to executives. Under our Stock Ownership and Retention Policy, executives and directors are subject to the following
ownership guidelines:
Covered Person
Ownership Guideline
Chief Executive Officer
5x annual base salary
Other covered employees (including NEOs)
2x annual base salary
Directors
5x annual cash retainer
Persons covered by the policy are expected to utilize grants under equity compensation plans to reach the levels of ownership
expected by the policy. For purposes of determining whether an individual covered by the policy has satisfied the stock ownership
requirements of the policy, eligible equity includes shares of our common stock: (i) owned by the covered individual (including but
not limited to stock purchased on the open market), (ii) owned jointly with the covered individual’s spouse and/or dependent
children, (iii) owned by the covered individual’s spouse and/or dependent children, (iv) held by a covered individual in a 401(k) plan,
if any, (v) purchased under an employee stock purchase plan maintained by the Company, if any, (vi) held in individual brokerage
accounts or other custodial accounts or in trust for the benefit of the covered individual or the covered individual’s spouse and/or
dependent children, whether acquired through open market purchase or otherwise, (vii) underlying time-based restricted stock
awards, restricted stock units, or similar awards (whether vested or unvested), (viii) subject to vested/earned performance shares,
performance units, other performance awards, other stock-based awards, or similar vested/earned awards, and (ix) received upon
the exercise of stock options or stock appreciation rights (“SARs”). Eligible equity does not include shares of our common stock: (i)
subject to options or SARs or (ii) subject to unvested/unearned performance shares, performance units, or similar awards.
The policy also incorporates a retention element requiring such persons to retain 50% of the net shares resulting from the
vesting or exercise of equity awards for a minimum of 12 months following the applicable vesting or earning date and until the
applicable stock ownership guidelines are met. As of December 31, 2024, all directors (excluding Ms. Booth who was appointed to
the Board in March 2025) and covered employees were in compliance with our stock ownership guidelines.
Clawback Policies
In 2023, we adopted a Dodd-Frank Act Compensation Recoupment (Clawback) Policy that complies with the rules promulgated
by the NYSE and the SEC (the “Clawback Policy”). The Clawback Policy generally applies to current and former executive officers, and
it provides for the recovery of certain incentive-based compensation received during a three (3)-year recovery period if we are
required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the
securities laws. The incentive-based compensation recoverable under the Clawback Policy generally includes the amount of
incentive-based compensation received (on or after October 2, 2023) that exceeds the amount that would have been received had it
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Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 38
been determined based on the restated amounts (without regard to any taxes paid). The Clawback Policy does not condition
clawback on the fault of the executive officer, but the required clawback under the Clawback Policy is subject to certain limited
exceptions in accordance with the SEC and NYSE rules.
We also continue to maintain our prior clawback policy (the “Supplemental Policy”) as a supplement to the Clawback Policy.
Under the Supplemental Policy, the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, any other
person who is an executive officer, and such other persons as may be determined by the Board or the Compensation Committee,
may be required to return to us and/or forfeit all or a portion of any cash-based incentive compensation and/or equity-based
incentive compensation received by such covered employee. Such a return or forfeit is required, unless the Compensation
Committee determines otherwise, if (i) compensation is received based on financial statements that are subsequently restated in a
way that would decrease the amount of the award to which such person was entitled, (ii) such compensation was received by the
covered employee and the Compensation Committee determines that such employee has violated a non-competition, non-
solicitation, confidentiality, or other restrictive covenant applicable to such employee, or (iii) recoupment is otherwise required
under applicable law.
Prohibition Against Hedging and Pledging
As stated in our Code of Ethics, directors, officers, employees, and their designees may not engage in activities that are
designed to profit from trading activity or hedge against decreases in the value of our securities. This includes holding securities in a
margin account or pledging securities as collateral for a loan or other obligation and purchasing any financial instrument or contract,
including prepaid variable forward contracts, equity swaps, collars, and exchange traded funds, which is designed to hedge or offset
any risk of decrease in the market value of our common stock. These prohibitions apply regardless of whether the equity securities
have been granted to the directors, executive officers, or other employees as part of their compensation or are held, directly or
indirectly, by such persons or their designees.
In addition, pursuant to our Stock Ownership and Retention Policy, shares subject to the retention requirements of the policy
may not be pledged, hypothecated, or made subject to execution, attachment, or similar process.
No Excise Tax Gross-Ups
We did not provide any of our executive officers with a “gross-up” or other reimbursement payment for any tax liability that
may be owed as a result of the application of Internal Revenue Code (“Code”) Sections 280G, 4999, or 409A during 2024, and we
have not agreed and are not otherwise obligated to provide any NEO with such a “gross-up” or other reimbursement.
Tax Considerations
Code Section 162(m) generally limits our ability to deduct for tax purposes compensation over $1,000,000 to our principal
executive officer, principal financial officer, or any one of our other three highest paid executive officers. The Compensation
Committee reviews and considers the deductibility of executive compensation under Code Section 162(m) and may authorize
certain payments in excess of the $1,000,000 limitation. The Compensation Committee believes that it needs to balance the benefits
of designing tax deductible awards with the need to design awards that attract, retain, and reward executives responsible for our
success.
Payments Upon Termination and Change in Control
Pursuant to the terms of the Regional Management Corp. Executive Severance and Change in Control Plan and certain long-
term incentive award agreements, our NEOs are entitled to certain benefits upon the termination of their employment with us, the
terms of which are described below under “Summary of Employment Arrangements with Named Executive Officers.”
Risk Assessment of Compensation Policies and Practices
We have assessed our compensation programs for all employees and have concluded that our compensation policies and
practices do not create risks that are reasonably likely to have a material adverse effect on our company. We believe that our
compensation programs reflect an appropriate mix of compensation elements and balance current and long-term performance
objectives, cash and equity compensation, and risks and rewards. During 2024, the Compensation Committee reviewed our
compensation policies and practices for all employees, including our NEOs, particularly as they relate to risk management practices
and risk-taking incentives. As part of its review, the Compensation Committee discussed with management the ways in which risk is
effectively managed or mitigated as it relates to our compensation programs and policies.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 39
Based on this review, the Compensation Committee believes that our compensation programs do not encourage excessive risk
but instead encourage behaviors that support sustainable value creation. The following features of our executive compensation
program illustrate this point.
•
Compensation Committee Oversight. Our executive compensation programs are regularly reviewed and overseen by an
independent Compensation Committee that retains the discretion to reduce compensation based on corporate and
individual performance and other factors.
•
Mix of Incentives. Our compensation programs provide an appropriate mix of short-term and long-term incentives, as well
as cash and equity opportunities.
•
Mix of Performance Metrics. The performance metrics associated with our incentive programs incorporate a variety of
drivers of our business over both annual and three (3)-year time horizons. They also include a qualitative component,
providing the Compensation Committee with flexibility beyond its inherent negative discretion.
•
Cap on Short- and Long-Term Incentive Awards. All short- and long-term incentive awards have a maximum performance
measure which caps the payout for any given performance-based award.
•
Strong Link to Stockholder Interests. Equity components and long-term performance metrics create a strong alignment
between our executives’ interests and our stockholders’ interests. Because long-term incentives typically vest over a three
(3)-year period, our executives will always have unvested awards that could decrease in value if our business is not well-
managed for the long term.
•
Review by Independent Compensation Consultant. Our executive compensation programs have been reviewed and
analyzed by an independent compensation consultant.
•
Alignment with Annual Budget and Long-Term Strategic Plan. Performance metrics in our short- and long-term incentive
programs are aligned with both our annual budget and our long-term strategic plan.
•
Protective Policies. We have adopted “clawback” policies, a stock ownership and retention policy, and prohibitions against
hedging and pledging, thereby creating additional protections for our company and encouraging an alignment of our
executives’ and stockholders’ interests.
•
Field Incentive Plan. Our operations field incentive plan is focused on growth, control, and profit—the three primary
drivers of success in our branches. This creates appropriate alignment of employee incentive opportunities with company
goals.
•
Administration and Disclosure. Administrative procedures, communication, and disclosure processes closely align with
“best practices.”
•
Securities Trading Policy. Officers must obtain permission from the General Counsel before the purchase or sale of any
shares, even during an open trading period.
Based on the factors above, we believe that our NEOs and other employees are encouraged to manage our company in a
prudent manner and that our incentive programs are not designed to encourage our NEOs or other employees to take excessive
risks or risks that are inconsistent with the Company’s and our stockholders’ best interests. In addition, we have in place various
controls and management processes that help mitigate the potential for incentive compensation plans to materially and adversely
affect the Company.
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Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 40
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the foregoing “Compensation Discussion and Analysis” with
management. Based upon such review, the related discussions, and such other matters deemed relevant and appropriate to the
Compensation Committee, the Compensation Committee has recommended to the Board of Directors that the “Compensation
Discussion and Analysis” be included in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2024 through incorporation by reference to this Proxy Statement.
Members of the
Human Resources and
Compensation Committee:
Steven J. Freiberg (Chair)
Maria Contreras-Sweet
Carlos Palomares
The Compensation Committee report does not constitute soliciting material, and shall not be deemed to be filed or
incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the
extent that we specifically incorporate the Compensation Committee report by reference therein.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 41
EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
The following table sets forth the cash and other compensation that we paid to our NEOs or that was otherwise earned by our
NEOs for their services in all employment capacities during the fiscal years ended December 31, 2024, 2023, and 2022.
Name and Principal Position(1)
Year
Salary(2)
($)
Stock
Awards(3)
($)
Non-Equity
Incentive Plan
Compensation(4)
($)
All Other
Compensation(5)
($)
Total
($)
Robert W. Beck,
2024
660,000
2,999,984
1,111,770
151,412
4,923,166
President and Chief Executive Officer
2023
660,000
2,999,987
1,451,000
180,830
5,291,817
2022
660,000
2,999,974
1,187,860
67,843
4,915,677
Harpreet Rana,
2024
420,000
889,989
471,660
63,432
1,845,081
Executive Vice President and
2023
420,000
889,964
544,250
35,367
1,889,581
Chief Financial and Administrative Officer
2022
420,000
799,913
257,880
26,867
1,504,660
Brian J. Fisher,
2024
412,000
674,978
462,676
55,421
1,605,075
Executive Vice President and Chief
2023
412,000
674,968
520,800
70,744
1,678,512
Strategy and Development Officer
2022
412,000
674,919
445,422
37,589
1,569,930
Manish Parmar,
2024
363,000
544,976
407,649
63,122
1,378,747
Executive Vice President and
2023
363,000
544,967
458,700
74,384
1,441,051
Chief Credit Risk Officer
2022
363,000
544,955
405,038
34,590
1,347,583
Catherine R. Atwood(6),
2024
363,000
423,965
407,649
48,035
1,242,649
Senior Vice President,
General Counsel, and Secretary
__________
(1) Mr. Beck, Ms. Rana, Mr. Fisher, Mr. Parmar, and Ms. Atwood commenced employment effective as of July 22, 2019, November
23, 2020, January 14, 2013, January 6, 2020, and August 18, 2014, respectively. Mr. Beck was promoted to President and Chief
Executive Officer effective March 26, 2020.
(2) The amounts represent annual base salaries, pro-rated for any partial year of service. For additional information, see
“Compensation Discussion and Analysis – Elements of Compensation – Base Salary.”
(3) Amounts shown are the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718, excluding
the effect of estimated forfeitures. For a discussion of the assumptions made in such valuation, see note 17 of the notes to our
audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31,
2024.
In 2024, Mr. Beck, Ms. Rana, Mr. Fisher, Mr. Parmar, and Ms. Atwood were granted PRSUs having the following grant date fair
values: Mr. Beck, $1,499,998; Ms. Rana, $444,993; Mr. Fisher, $337,480; Mr. Parmar, $272,479; and Ms. Atwood, $211,986 (and
a maximum potential value of $2,249,997; $667,490; $506,220; $408,719, and $317,979 respectively). The actual number of
PRSUs, if any, that may be earned may range from 0% to 150% of the target number of units, based on achieving absolute
cumulative TSR goals over the three (3)-year performance period. Vested PRSUs are then subject to an additional one (1)-year
holding period following the vesting date.
In 2024, Mr. Beck was granted RSUs with a total grant date fair value of $1,499,986. In 2024, Ms. Rana, Mr. Fisher, Mr. Parmar,
and Ms. Atwood were granted RSAs having the following total grant date fair values: Ms. Rana, $444,996; Mr. Fisher, $337,498;
Mr. Parmar, $272,497; and Ms. Atwood, $211,979. One-third of the shares subject to the awards of Restricted Stock granted to
each of Mr. Beck, Ms. Rana, Mr. Fisher, Mr. Parmar, and Ms. Atwood vests on each of December 31, 2024, December 31, 2025,
and December 31, 2026, so long as such employee’s employment continues (or is deemed to continue) from the grant date
through the respective vesting dates or as otherwise provided in the applicable award agreement.
In 2023, Mr. Beck, Ms. Rana, Mr. Fisher, and Mr. Parmar were granted PRSUs having the following grant date fair values: Mr.
Beck, $1,499,990; Ms. Rana, $444,982; Mr. Fisher, $337,478, and Mr. Parmar, $272,484 (and a maximum potential value of
$2,249,986; $667,472; $506,218 and $408,726, respectively). The actual number of PRSUs, if any, that may be earned may range
from 0% to 150% of the target number of units, based on achieving absolute cumulative TSR goals over the three (3)-year
performance period. Vested PRSUs are then subject to an additional one (1)-year holding period following the vesting date.
In 2023, Mr. Beck, Ms. Rana, Mr. Fisher, and Mr. Parmar were granted RSAs having the following total grant date fair values: Mr.
Beck, $1,499,997; Ms. Rana, $444,982; Mr. Fisher, $337,490; and Mr. Parmar, $272,483. One-third of the shares subject to the
RSAs granted to each of Mr. Beck, Ms. Rana, Mr. Fisher, and Mr. Parmar vests on each of December 31, 2023, December 31,
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 42
2024, and December 31, 2025, so long as such employee’s employment continues (or is deemed to continue) from the grant
date through the respective vesting dates or as otherwise provided in the applicable award agreement.
In 2022, Mr. Beck, Ms. Rana, Mr. Fisher, and Mr. Parmar were granted PRSUs having the following grant date fair values: Mr.
Beck, $1,499,980; Ms. Rana, $399,950; Mr. Fisher, $337,466, and Mr. Parmar, $272,482 (and a maximum potential value of
$2,249,971; $599,925; $506,199 and $408,723, respectively). The actual number of PRSUs, if any, that may be earned may range
from 0% to 150% of the target number of units, based on achieving absolute cumulative TSR goals over the three (3)-year
performance period. Vested PRSUs are then subject to an additional one (1)-year holding period following the vesting date.
In 2022, Mr. Beck, Ms. Rana, Mr. Fisher, and Mr. Parmar were granted RSAs having the following total grant date fair values: Mr.
Beck, $1,499,994; Ms. Rana, $399,963; Mr. Fisher, $337,453; and Mr. Parmar, $272,473. One-third of the shares subject to the
RSA granted to each of Mr. Beck, Ms. Rana, Mr. Fisher, and Mr. Parmar vests on each of December 31, 2022, December 31,
2023, and December 31, 2024, so long as such employee’s employment continues (or is deemed to continue) from the grant
date through the respective vesting dates or as otherwise provided in the applicable award agreement.
The PRSUs and Restricted Stock are subject to further terms and conditions, including as to vesting, as set forth in an award
agreement. For additional information, see “Compensation Discussion and Analysis – Elements of Compensation – Long-Term
Incentive Awards.”
(4) For 2024, the amounts for Mr. Beck, Ms. Rana, Mr. Fisher, Mr. Parmar, and Ms. Atwood represent performance-based annual
cash awards earned in 2024. We paid all such earned amounts in 2025.
For 2023, the amounts for Mr. Beck, Ms. Rana, Mr. Fisher, and Mr. Parmar represent performance-based annual cash awards
earned in 2023 and cash-settled performance units that were granted in 2021 and earned over a performance period of January
1, 2021 through December 31, 2023. In the case of the performance-based annual cash awards, Mr. Beck, Ms. Rana, Mr. Fisher,
and Mr. Parmar earned $891,000, $378,000, $370,800, and $326,700, respectively. In the case of the cash-settled performance
units, Mr. Beck, Ms. Rana, Mr. Fisher, and Mr. Parmar earned $560,000, $166,250, $150,000, and $132,000, respectively. We
paid all such earned amounts in 2024.
For 2022, the amount for Ms. Rana represents her performance-based annual cash award earned in 2022. For Messrs. Beck,
Fisher, and Parmar, the amounts represent performance-based annual cash awards earned in 2022 and cash-settled
performance units that were granted in 2020 and earned over a performance period of January 1, 2020 through December 31,
2022. In the case of the performance-based annual cash awards, Messrs. Beck, Fisher, and Parmar earned $607,860, $249,672,
and $222,882, respectively. In the case of the cash-settled performance units, Messrs. Beck, Fisher, and Parmar earned
$580,000, $195,750, and $182,156, respectively. We paid all such earned amounts in 2023.
For additional information, see “Compensation Discussion and Analysis – Elements of Compensation – Performance-Based
Annual Cash Awards” and “Compensation Discussion and Analysis – Elements of Compensation – Long-Term Incentive Awards.”
(5) The following table provides detail regarding the amounts in the “All Other Compensation” column. The mobile phone
allowance ended after May 2024. For additional information, see “Compensation Discussion and Analysis – Elements of
Compensation – Perquisites.”
Name
Year
Dividends
($)
401(k)
Plan
Match
($)
Travel
Expense
to/from
Personal
Residence
($)
Optional
Annual
Health
Screening
($)
Mobile
Phone
Allowance
($)
Long-
Term
Disability
Insurance
Benefits
($)
Total
($)
Robert W. Beck
2024
121,003
13,800
—
—
375
16,234
151,412
Harpreet Rana
2024
35,669
13,800
—
—
375
13,588
63,432
Brian J. Fisher
2024
31,009
13,800
—
3,446
—
7,166
55,421
Manish Parmar
2024
36,412
13,800
—
3,696
375
8,839
63,122
Catherine R. Atwood
2024
23,433
13,800
—
3,001
—
7,801
48,035
(6) Ms. Atwood was not a NEO for the years ended December 31, 2023 or December 31, 2022.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 43
Grants of Plan-Based Awards
The following table provides information concerning annual and long-term incentive awards granted in 2024 to each of our
NEOs pursuant to our Annual Incentive Plan and our 2024 Plan.
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
Estimated Future Payouts
Under Equity Incentive
Plan Awards
All Other
Stock
Awards:
Number of
Shares of
Stock or
Grant Date
Fair Value
of Stock
Name
Award
Type(1)
Grant
Date
Threshold(2)
($)
Target
($)
Maximum
($)
Threshold(2)
(#)
Target
(#)
Maximum
(#)
Units
(#)
Awards(3)
($)
Robert W. Beck
Annual
1/1/2024
—
990,000
1,485,000
PRSU
6/3/2024
28,615
57,230
85,845
1,499,998
RSU
6/3/2024
53,191
1,499,986
Harpreet Rana
Annual
1/1/2024
—
420,000
630,000
PRSU
6/3/2024
8,489
16,978
25,467
444,993
RSA
6/3/2024
15,780
444,996
Brian J. Fisher
Annual
1/1/2024
—
412,000
618,000
PRSU
6/3/2024
6,438
12,876
19,314
337,480
RSA
6/3/2024
11,968
337,498
Manish Parmar
Annual
1/1/2024
—
363,000
544,500
PRSU
6/3/2024
5,198
10,396
15,594
272,479
RSA
6/3/2024
9,663
272,497
Catherine R.
Atwood
Annual
1/1/2024
—
363,000
544,500
PRSU
6/3/2024
4,044
8,088
12,132
211,986
RSA
6/3/2024
7,517
211,979
__________
(1) “Annual” refers to performance-based annual cash incentive award opportunities granted under our Annual Incentive Plan.
“PRSU” refers to performance restricted stock unit award, “RSU” refers to restricted stock unit award, and “RSA” refers to
restricted stock award, each granted under our 2024 Plan. For additional information, see “Compensation Discussion and
Analysis – Elements of Compensation – Performance-Based Annual Cash Awards” and “Compensation Discussion and Analysis –
Elements of Compensation – Long-Term Incentive Awards.”
(2) The threshold number of units indicated will be earned only if a threshold level of performance is achieved.
(3) Amounts shown are the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718, excluding
the effect of estimated forfeitures. For a discussion of the assumptions made in such valuation, see note 17 of the notes to our
audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31,
2024.
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 44
Outstanding Equity Awards at Fiscal Year-End
The following table provides information concerning equity awards that were outstanding as of December 31, 2024, for each
of our NEOs.
Option Awards
Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested(1)
($)
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)
($)
Robert W. Beck
21,489
—
25.35
07/22/29
16,384(2)
556,728
18,451(5)
626,965
55,788
—
16.66
03/26/30
35,461(3)
1,204,965
46,296(6)
1,573,138
53,742
—
30.22
02/04/31
57,230(7)
1,944,675
Harpreet Rana
17,371
—
28.21
11/23/30
4,860(2)
165,143
4,919(5)
167,148
10,520(4)
357,470
13,734(6)
466,681
16,978(7)
576,912
Brian J. Fisher
12,379
—
17.08
03/29/26
3,686(2)
125,250
4,151(5)
141,051
8,918
—
19.99
03/15/27
7,979(4)
271,126
10,416(6)
353,936
8,071
—
28.25
02/07/28
12,876(7)
437,526
11,081
—
27.89
02/06/29
18,828
—
16.66
03/26/30
14,395
—
30.22
02/04/31
Manish Parmar
10,442
—
29.18
01/06/30
2,976(2)
101,124
3,351(5)
113,867
12,667
—
30.22
02/04/31
6,442(4)
218,899
8,410(6)
285,772
10,396(7)
353,256
Catherine R. Atwood
7,317
—
30.22
02/04/31
2,316(2)
78,698
2,300(5)
78,154
5,012(4)
170,308
6,543(6)
222,331
8,088(7)
274,830
__________
(1) Amounts are calculated based on the closing price ($33.98) of our common stock on December 31, 2024.
(2) This amount represents the unvested portion of a restricted stock award, which vests in three equal annual installments on each
of December 31, 2023, 2024, and 2025.
(3) This amount represents the unvested portion of a restricted stock unit award, which vests in three equal annual installments on
each of December 31, 2024, 2025, and 2026.
(4) This amount represents the unvested portion of a restricted stock award, which vests in three equal annual installments on each
of December 31, 2024, 2025, and 2026.
(5) This amount represents the earned portion of a PRSU that became eligible to vest on December 31, 2024, subject to our
Compensation Committee’s certification as to the achievement of certain performance goals. The actual number of PRSUs, if
any, that may have been earned ranged from 0% to 150% of the target number of units, based on the Company meeting a
threshold level of absolute cumulative TSR over a three (3)-year performance period, January 1, 2022 through December 31,
2024. The number of target PRSUs granted to Mr. Beck, Ms. Rana, Mr. Fisher, Mr. Parmar, and Ms. Atwood were as follows: Mr.
Beck, 28,807 units, Ms. Rana, 7,681 units, Mr. Fisher, 6,481 units, Mr. Parmar, 5,233 units, and Ms. Atwood, 3,591 units. Vesting
was also contingent upon the continued employment of the executives through December 31, 2024, or as otherwise provided in
the applicable award agreement, and vested PRSUs are subject to an additional one (1)-year holding period following the
vesting date, which holding period ends December 31, 2025. In January 2025, based upon results achieved during the
performance period, our Compensation Committee determined that Mr. Beck, Ms. Rana, Mr. Fisher, Mr. Parmar, and Ms.
Atwood earned 64% of their target PRSUs. For additional information, see “Compensation Discussion and Analysis – Elements of
Compensation – Long-Term Incentive Awards.”

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 45
(6) This amount represents a PRSU, assuming an achievement level at target. The actual number of PRSUs, if any, that may be
earned may range from 0% to 150% of the target number of units set forth in the table above, based on whether the Company
meets a threshold level of absolute cumulative TSR over a three (3)-year performance period ending June 14, 2026. Vesting is
also contingent upon the continued employment of the executive through December 31, 2025, or as otherwise provided in the
applicable award agreement, and vested PRSUs are subject to an additional one (1)-year holding period following the vesting
date, which holding period ends December 31, 2026. For additional information, see “Compensation Discussion and Analysis –
Elements of Compensation – Long-Term Incentive Awards.”
(7) This amount represents a PRSU, assuming an achievement level at target. The actual number of PRSUs, if any, that may be
earned may range from 0% to 150% of the target number of units set forth in the table above, based on whether the Company
meets a threshold level of absolute cumulative TSR over a three (3)-year performance period ending June 3, 2027. Vesting is
also contingent upon the continued employment of the executive through December 31, 2026, or as otherwise provided in the
applicable award agreement, and vested PRSUs are subject to an additional one (1)-year holding period following the vesting
date, which holding period ends December 31, 2027. For additional information, see “Compensation Discussion and Analysis –
Elements of Compensation – Long-Term Incentive Awards.”
Option Exercises and Stock Vested
The following table summarizes the exercise of options and the vesting of restricted stock by each of our NEOs during the
fiscal year ended December 31, 2024.
Option Awards
Stock Awards
Name
Number of
Shares
Acquired
on Exercise
(#)
Value
Realized
on Exercise(1)
($)
Number of
Shares
Acquired
on Vesting(2)
(#)
Value
Realized
on Vesting(3)
($)
Robert W. Beck
—
—
80,612
2,572,796
Harpreet Rana
—
—
23,078
734,791
Brian J. Fisher
—
—
18,931
598,708
Manish Parmar
—
—
15,644
492,367
Catherine R. Atwood
1,128
54,999
10,830
345,347
__________
(1) The value realized upon exercise of stock option awards was calculated by determining the difference between the market price
of the underlying securities at exercise and the exercise price of the options.
(2) The amounts represent the number of shares delivered following the vesting of Restricted Stock on December 31, 2024, as well
as the number of shares delivered following the vesting of PRSUs on December 31, 2024, based upon results achieved during a
performance period that began on January 1, 2022 and ended on December 31, 2024, as determined by our Compensation
Committee in January 2025. Vested PRSUs shown in this table remain subject to a one (1)-year holding period, which ends
December 31, 2025. For additional information, see “Compensation Discussion and Analysis – Elements of Compensation –
Long-Term Incentive Awards.”
(3) The value represents the gross number of shares that vested, multiplied by the closing price of our common stock on the
applicable vesting date, and includes any amounts that were withheld for applicable taxes.
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 46
Equity Compensation Plan Information
The following table provides information concerning the common stock that may be issued upon the exercise of options,
warrants, and rights under all of our existing equity compensation plans as of December 31, 2024. At that date, there were a total of
10,010,000 shares of our common stock outstanding.
Plan Category
(a)
Number of Securities to
Be Issued Upon
Exercise of Outstanding
Options,
Warrants, and Rights
(b)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and Rights
($)
(c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
Equity Compensation Plans Approved by Security Holders
2011 Stock Incentive Plan(1)
5,500(4)
15.06
—
2015 Long-Term Incentive Plan(2)
642,444(5)
23.76(6)
—
2024 Long-Term Incentive Plan(3)
239,915(7)
—
528,136
Equity Compensation Plans Not Approved by Security Holders
—
—
—
Total
887,859
23.65
—
__________
(1) In 2015, our stockholders approved the Regional Management Corp. 2015 Stock Incentive Plan (the “2015 Plan”), at which time
all shares then available for issuance under the Regional Management Corp. 2011 Stock Incentive Plan (the “2011 Plan”) rolled
over to the 2015 Plan. Awards may no longer be granted under the 2011 Plan. However, awards that are outstanding under the
2011 Plan continue in accordance with their respective terms.
(2) In 2024, our stockholders approved the 2024 Plan, at which time all shares then available for issuance under the 2015 Plan
rolled over to the 2024 Plan. Awards may no longer be granted under the 2015 Plan. However, awards that are outstanding
under the 2015 Plan continue in accordance with their respective terms.
(3) The total shares available for future issuance in column (c) may be the subject of awards other than options, warrants, or rights
granted under the 2024 Plan.
(4) This amount represents shares of common stock underlying nonqualified stock option awards.
(5) This amount represents 438,260 shares of common stock underlying nonqualified stock option awards and 204,184 shares of
common stock underlying PRSU awards. Share amounts are determined based upon the maximum number of shares that may
be delivered pursuant to the performance-based awards. There is no exercise price associated with the PRSU awards.
(6) Calculation excludes shares subject to PRSU awards.
(7) This amount represents 204,454 shares of common stock underlying PRSU awards and 35,461 shares of common stock
underlying a service-based RSU award. Share amounts are determined based upon the maximum number of shares that may be
delivered pursuant to the performance-based awards. There is no exercise price associated with the PRSU awards or RSUs.
CEO Pay Ratio
The following table provides our calculation under applicable SEC regulations of the ratio of the annual total compensation of
our Chief Executive Officer to the annual total compensation of our median employee for 2024.
Compensation Component
CEO
($)
Median Employee
($)
Salary
660,000
46,443
Stock Awards
2,999,984
—
Non-Equity Incentive Plan Compensation
1,111,770
—
All Other Compensation
151,412
5,687
Total Compensation:
4,923,166
52,130
CEO to Median Employee Pay Ratio:
94:1
We took the following steps in calculating the ratio of the annual total compensation of our Chief Executive Officer to the
annual total compensation of our median employee in 2024:
(1) We determined that, as of December 31, 2024, our employee population was equal to 2,131 individuals, all located in the
United States. This number includes all the individuals determined to be employees for federal tax purposes, whether full-

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 47
time, part-time, or temporary, as of that date. We chose December 31, 2024, which is within the last three months of our
fiscal year as required by applicable SEC regulations, because it aligned with our calendar year payroll procedures.
(2) We next identified the employee receiving the median amount of compensation in our employee population. To do this,
we compared the amount of wages and other compensation received by each employee, other than Mr. Beck, as
reflected in our payroll records and reported to the Internal Revenue Service in Box 5 of Form W-2 for the calendar year
ended December 31, 2024. This compensation measure was annualized for permanent employees who were employed on
the measurement date but who did not work for the full calendar year. The compensation measure was consistently
applied to all of our employees.
(3) Once we identified our median employee, we measured that employee’s annual total compensation for the 2024 fiscal
year by adding together (a) the same elements of compensation that are included in Mr. Beck’s total fiscal 2024
compensation, as reported in our Summary Compensation Table above, and (b) non-discriminatory health and welfare
benefits paid by Regional, if any, which we have included as “All Other Compensation” in the table above.
(4) For Mr. Beck, we used the amounts reported in our Summary Compensation Table above. Mr. Beck did not participate in
non-discriminatory health and welfare benefit plans offered by Regional in 2024.
The resulting pay ratio was calculated in a manner consistent with SEC regulations, and we believe that it constitutes a
reasonable estimate. However, as contemplated by SEC regulations, we relied on methods and assumptions that we determined to
be appropriate for calculating the Chief Executive Officer pay ratio at Regional. Other public companies may use methods and
assumptions that differ from the ones we chose but are appropriate for their circumstances. It may therefore be difficult, for this
and other reasons, to compare our reported pay ratio to pay ratios reported by other companies, including companies in our
industry.
Pay Versus Performance
Under the rules adopted pursuant to The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item
402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation
actually paid” and certain financial performance metrics and TSR of the Company. As described in more detail in the section
“Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance
philosophy. While the Company utilizes several performance measures to align executive compensation with Company
performance, all of those Company measures are not presented in the Pay versus Performance table below. Moreover, the
Company generally seeks to incentivize long-term performance and, therefore, does not specifically align the Company’s
performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a
particular year. For further information concerning our variable pay-for-performance philosophy and how we align executive
compensation with our performance, refer to the section “Compensation Discussion and Analysis.”
Value of Initial Fixed $100
Investment Based On:
Company-
Selected
Measure
Year
Summary
Compensation
Table Total for
Current CEO(1)
($)
Summary
Compensation
Table Total for
Former CEO(1)
($)
Compensation
Actually Paid
to Current
CEO(2)
($)
Compensation
Actually Paid
to Former
CEO(2)
($)
Average
Summary
Compensation
Table Total for
Non-CEO
NEOs(3)
($)
Average
Compensation
Actually Paid
to Non-CEO
NEOs(4)
($)
TSR(5)
($)
Peer Group
TSR(6)
($)
Net
Income(7)
($)
Pre-Provision
Net Income(8)
($)
2024
4,923,166
—
7,197,575
—
1,517,888
1,986,341
130.77
156.47
41,227,000
50,452,000
2023
5,291,817
—
4,175,812
—
1,730,622
1,452,684
92.44
125.46
15,958,000
36,439,000
2022
4,915,677
—
366,271
—
1,559,523
344,948
99.07
107.05
51,224,000
66,516,000
2021
3,726,285
—
8,203,368
—
1,425,961
2,703,198
196.67
122.65
88,687,000
96,020,000
2020
2,800,893
3,441,816
3,918,267
1,300,234
1,599,449
1,920,139
100.20
97.82
26,730,000
47,338,000
__________
(1) The dollar amounts reported are the amounts of total compensation reported for each corresponding year in the “Total”
column of the Summary Compensation Table. Peter R. Knitzer served as our former Chief Executive Officer, and his employment
terminated on March 26, 2020.
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 48
(2) The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Beck (current CEO) and Mr. Knitzer
(former CEO), as applicable, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect
the actual amount of compensation earned by or paid to Mr. Beck or Mr. Knitzer during the applicable year. The following
adjustments were made to Mr. Beck’s and Mr. Knitzer’s total compensation, respectively, for each year to determine the
compensation actually paid:
Year
Reported Summary
Compensation Table Total
for CEO
($)
Less: Reported Value of
Equity Awards(a)
($)
Add: Equity Award
Adjustments(b)
($)
Compensation Actually Paid
to CEO
($)
2024
4,923,166
2,999,984
5,274,393
7,197,575
2023
5,291,817
2,999,987
1,883,982
4,175,812
2022
4,915,677
2,999,974
(1,549,432)
366,271
2021
3,726,285
1,679,946
6,157,029
8,203,368
2020
2,800,893
1,229,495
2,346,869
3,918,267
Year
Reported Summary
Compensation Table Total
for Former CEO
($)
Less: Reported Value of
Equity Awards(a)
($)
Add: Equity Award
Adjustments(b)
($)
Compensation Actually Paid
to Former CEO
($)
2024
N/A
N/A
N/A
N/A
2023
N/A
N/A
N/A
N/A
2022
N/A
N/A
N/A
N/A
2021
N/A
N/A
N/A
N/A
2020
3,441,816
—
(2,141,582)
1,300,234
__________
(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option
Awards” columns in the Summary Compensation Table for the applicable year.
(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following:
(i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the
year-end; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of
any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards
that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior
years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal
year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions
during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the
dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting
date that are not otherwise reflected in the fair value of such award or included in any other component of total
compensation for the applicable year (any such dividends are accrued but not paid unless and until the applicable award (or
portion thereof) vests). The valuation assumptions used to calculate fair values did not materially differ from those
disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for Mr. Beck
are as follows:
Year
Year End Fair
Value of
Equity Awards
Granted in the
Year
($)
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
($)
Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested in the
Year
($)
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
($)
Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
($)
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
($)
Total Equity
Award
Adjustments
($)
2024
3,198,286
786,091
602,465
608,303
—
79,247
5,274,393
2023
1,907,875
(210,041)
410,861
(233,257)
—
8,544
1,883,982
2022
965,224
(1,134,964)
267,265
(1,780,084)
—
133,126
(1,549,432)
2021
2,860,183
1,429,691
842,850
963,945
—
60,359
6,157,029
2020
1,863,394
(11,407)
494,371
(8,816)
—
9,327
2,346,869

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 49
The amounts deducted or added in calculating the equity award adjustments for Mr. Knitzer are as follows:
Year
Year End Fair
Value of
Equity Awards
Granted in the
Year
($)
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
($)
Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested in the
Year
($)
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
($)
Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
($)
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
($)
Total Equity
Award
Adjustments
($)
2024
N/A
N/A
N/A
N/A
N/A
N/A
N/A
2023
N/A
N/A
N/A
N/A
N/A
N/A
N/A
2022
N/A
N/A
N/A
N/A
N/A
N/A
N/A
2021
N/A
N/A
N/A
N/A
N/A
N/A
N/A
2020
—
85,771
—
(1,152,968)
(1,079,477)
5,091
(2,141,582)
(3) The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr.
Beck, who has served as our CEO since 2020, and Mr. Knitzer, who served as our CEO until his termination on March 26, 2020) in
the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding Mr. Beck and Mr. Knitzer,
as applicable) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024,
Harpreet Rana, Brian J. Fisher, Manish Parmar, and Catherine R. Atwood; (ii) for 2023, 2022, and 2021, Harpreet Rana, John D.
Schachtel, Brian J. Fisher, and Manish Parmar; and (iii) for 2020, Harpreet Rana, John. D. Schachtel, Brian J. Fisher, Manish
Parmar, and Michael S. Dymski.
(4) The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding
Mr. Beck and Mr. Knitzer, as applicable), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do
not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Beck and Mr.
Knitzer, as applicable) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the
following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Beck and Mr. Knitzer,
as applicable) for each year to determine the compensation actually paid, using the same methodology described above in
footnote 2:
Year
Average Reported Summary
Compensation Table Total
for Non-CEO NEOs
($)
Less: Average Reported
Value of Equity Awards(a)
($)
Add: Average Equity Award
Adjustments(b)
($)
Average Compensation
Actually Paid to Non-CEO
NEOs
($)
2024
1,517,888
633,477
1,101,930
1,986,341
2023
1,730,622
733,715
455,778
1,452,684
2022
1,559,523
711,188
(503,387)
344,948
2021
1,425,961
373,407
1,650,643
2,703,198
2020
1,599,449
562,188
882,877
1,920,139
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 50
The amounts deducted or added in calculating the total average equity award adjustments noted above are as follows:
Year
Average Year
End Fair Value
of Equity
Awards
Granted in the
Year
($)
Year over Year
Average
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
($)
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in the
Year
($)
Year over Year
Average
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
($)
Average Fair
Value at the
End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
($)
Average Value
of Dividends
or other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
($)
Total Average
Equity Award
Adjustments
($)
2024
675,354
165,988
127,213
122,986
—
10,389
1,101,930
2023
466,610
(49,795)
100,489
(61,659)
—
132
455,778
2022
228,822
(333,259)
63,356
(493,920)
—
31,614
(503,387)
2021
644,027
528,887
166,476
293,032
—
18,221
1,650,643
2020
698,510
11,595
197,260
(29,216)
—
4,729
882,877
(5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming
dividend reinvestment, and the difference between the Company’s stock price at the end and the beginning of the
measurement period by the Company’s stock price at the beginning of the measurement period.
(6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the
beginning of each period for which a return is indicated. The Company utilized the NYSE Financial Index for the peer group. This
index has been utilized historically in our Annual Reports on Form 10-K in connection with the required performance graph.
(7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for
the applicable year.
(8) Pre-provision net income is defined as net income excluding the tax-effected impact of the provision for credit losses but
including the impact of recognized net credit losses. This metric has been adjusted for certain non-operating restructuring
expenses incurred in 2023, as well as non-performing loan sales transacted in 2022 and 2023.
Financial Performance Measures
As described in greater detail in “Compensation Discussion and Analysis,” the Company’s executive compensation program
reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term
incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our
stockholders. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating
performance for the Company’s compensation programs, the Company has determined that pre-provision net income is the
financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not
otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for
the most recently completed fiscal year, to Company performance.
The most important financial performance measures used by the Company to link executive compensation actually paid to the
Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
•
Pre-provision net income
•
Pre-provision return on assets
•
Total shareholder return

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 51
Analysis of the Information Presented in the Pay versus Performance Table
The following charts show the relationship between Compensation Actually Paid and the required performance measures in
the tabular disclosure above—Company TSR, Net Income, and Pre-Provision Net Income (the Company-Selected Measure), as well as
a comparison of Company TSR against NYSE Financial Index TSR.
Policies and Practices Related to the Grant of Certain Equity Awards
We do not currently grant awards of stock options, stock appreciation rights, or similar option-like equity awards. Accordingly,
we do not have a specific policy or practice on timing of grants of such awards in relation to the disclosure of material nonpublic
information. In the event we determine to grant such awards in the future, the Compensation Committee will evaluate the
appropriate steps to take in relation to the foregoing.
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 52
SUMMARY OF EMPLOYMENT ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS
In 2024, the following individuals served as our NEOs:
•
Robert W. Beck, our President and Chief Executive Officer;
•
Harpreet Rana, our Executive Vice President and Chief Financial and Administrative Officer;
•
Brian J. Fisher, our Executive Vice President and Chief Strategy and Development Officer;
•
Manish Parmar, our Executive Vice President and Chief Credit Risk Officer; and
•
Catherine R. Atwood, our Senior Vice President, General Counsel, and Secretary.
Historically, we entered into employment letters or agreements with our NEOs shortly before they commenced employment
with us. However, on April 6, 2023, we adopted the Regional Management Corp. Executive Severance and Change in Control Plan
(the “Severance Plan”), and all existing employment agreements of our NEOs were terminated in connection therewith. We provide
a description of the material terms of the Severance Plan below. Additional information regarding the compensation that our NEOs
are eligible for, earned, and were paid is set forth elsewhere in this Proxy Statement, including in the “Compensation Discussion and
Analysis” and the “Executive Compensation Tables” set forth above.
Executive Severance and Change in Control Plan
On April 6, 2023, we adopted the Severance Plan. The Severance Plan is intended to attract and retain qualified executives by
providing participants with the opportunity to receive severance benefits in the event of certain terminations of employment, as
well as attempt to assure the present and future continuity, objectivity, and dedication of management in the event of a change in
control.
The initial term of the Severance Plan expires April 6, 2026. The Board or the Compensation Committee may extend the term
until such later date(s) as may be established by the Board or the Compensation Committee. The Severance Plan is administered by
the Compensation Committee; however, the Board, in its sole discretion, may take any action under the Plan as it deems necessary
or appropriate.
The Severance Plan provides for certain severance benefits following:
•
a participant’s termination of employment due to a “qualifying termination” (termination of the participant’s employment
by the participant for good reason or by the Company for any reason other than cause, disability, or death) other than in
connection with a change in control;
•
a qualifying termination within one (1) year immediately following a change in control or within six (6) months
immediately prior to such change in control; and
•
termination by reason of disability.
The Severance Plan also addresses payments and benefits due to participants following a participant’s death, for cause
termination, and voluntary termination. The terms “cause,” “good reason,” “disability,” and “change in control” are defined in the
Severance Plan.
Payment of certain benefits to a participant under the Severance Plan is subject to the participant’s compliance with various
restrictive covenants. In particular, participants are subject to a covenant not to disclose our confidential information during his or
her employment and at all times thereafter, a covenant not to solicit competitive “business services” through or from “loan sources”
(each as defined in the Severance Plan) during his or her employment and for a period of one (1) year (or two (2) years, in the case
of our Chief Executive Officer) following his or her termination of employment, a covenant not to solicit or hire our employees
during his or her employment and for a period of one (1) year (or two (2) years, in the case of our Chief Executive Officer) following
his or her termination of employment, a covenant not to compete during his or her employment and for a period of one (1) year (or
two (2) years, in the case of our Chief Executive Officer) following his or her termination of employment, and a non-disparagement
covenant effective during the employment term and at all times thereafter.
All payments and benefits made to a participant under the Severance Plan will be subject to any recoupment, “claw-back,” or
similar policy or arrangement adopted by the Board, and any similar provisions under applicable law. The Compensation Committee
may also require forfeiture or recoupment of any payments or benefits provided under the Severance Plan if a participant engages
in certain types of conduct, including violation of our company policies or breach of restrictive covenants applicable to the

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 53
participant. Further, severance payments are contingent upon the participant’s execution of a full release and waiver acceptable to
the Company.
As a condition to participation, selected participants must enter into a Participation Agreement (each, a “Participation
Agreement”). The Compensation Committee has selected certain senior executive officers, including each of our NEOs, to participate
in the Severance Plan pursuant to Participation Agreements that were effective April 6, 2023. Each Participation Agreement specifies
a participant’s levels, or multiples, of potential severance benefits and contains certain other terms and conditions related to
participation. The severance multiple for Mr. Beck in the non-change in control context is two (2), and the severance multiple in such
context for all other NEOs is one (1). The severance multiple in the context of a change in control is two (2) for all NEOs, including
Mr. Beck. The severance period during which benefits will be paid has been established as 24 months for Mr. Beck and 12 months
for all other NEOs. Pursuant to the Severance Plan, any outstanding equity or other long-term incentive awards held by a participant
will be subject to the terms and conditions of the applicable stock plan and applicable award agreement, except as may be
otherwise provided in a participant’s Participation Agreement.
The severance benefits of each of our NEOs as of December 31, 2024 are described in “Summary of Employment
Arrangements with Executive Officers – Potential Payments Upon Termination or Change in Control,” below.
Other Arrangements with Named Executive Officers
Each NEO must abide by any applicable equity retention policy, compensation recovery policy, stock ownership guidelines, or
other similar policies that we maintain. Further, our executives’ long-term incentive award agreements provide for certain severance
benefits following an executive’s termination by us without cause, by the executive as a result of good reason, due to the executive’s
disability, due to the executive’s death, or following a “double-trigger” change in control event.
We also provide our executives with benefits generally available to our other employees, including medical and retirement
plans. In addition, we provide our executives with the use of a mobile phone (or the provision of a stipend for a mobile phone),
disability insurance policies, and reasonable travel expenses. All of our NEOs are subject to the same travel reimbursement policy as
all of our other employees.
Potential Payments Upon Termination or Change in Control
Under our Severance Plan and their long-term incentive award agreements, our executive officers are entitled to severance
benefits following certain terminations. These benefits ensure that our executives are motivated primarily by the needs of our
business, rather than circumstances that are outside of the ordinary course of business (such as circumstances that might lead to the
termination of an executive’s employment or that might lead to a change in control). Severance benefits provide for a level of
continued compensation if an executive’s employment is adversely affected in these circumstances, subject to certain conditions.
We believe that these benefits enable executives to focus fully on their duties while employed by us, ensure that our executives act
in the best interests of our stockholders, even if such actions are otherwise contrary to our executives’ personal interests, and
alleviate concerns that may arise in the event of an executive’s separation from service with us. We believe that these severance
benefits are in line with current market practices.
The rights to and level of benefits are determined by the type of termination event. The Severance Plan, including the related
Participation Agreements of our NEOs thereunder, provides for the following cash and other benefits:
Termination Event
Severance Benefits
“Qualifying
Termination” Without
a Change in Control
The Severance Plan defines “qualifying termination” as termination of a participant’s employment by the
participant for good reason or by the Company for any reason other than cause, disability, or death.
(1) Payment in Lieu of 30 Days’ Notice. At our election, 30 days’ base salary in lieu of allowing the
participant to work through any required 30-day termination notice period.
(2) Base Salary Continuation. In the case of Mr. Beck, an amount equal to two times his salary in effect
on the termination date, payable over a period of 24 months following his termination date, and in
the case of each other participant, an amount equal to his or her salary in effect on the termination
date, payable over a period of 12 months following his termination date.
(3) Average Bonus. In the case of Mr. Beck, an amount equal to two times his average bonus
determined as of the termination date, payable over a period of 24 months following his
termination date, and in the case of each other participant, an amount equal to his or her average
bonus determined as of the termination date, payable over a period of 12 months following his or
her termination date. A participant’s “average bonus” as defined in the Severance Plan is the
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 54
Termination Event
Severance Benefits
average annual bonus paid for the three fiscal years preceding the year of termination or such lesser
number of full fiscal years that the participant has been employed. If employment is terminated
before the last day of the participant’s first full fiscal year, the average bonus is calculated as the
participant’s target bonus.
(4) Annual Incentive Compensation. The pro-rata portion of any bonus for the year in which termination
occurs, to the extent earned, plus, if termination occurs after year-end but before the bonus for the
preceding year is paid, the bonus for the preceding year, to the extent earned.
(5) Health Benefits Continuation Coverage. Reimbursement of COBRA premiums for continuation
coverage under our group medical plan for 24 months (in the case of Mr. Beck) or 12 months (in the
case of each other participant) following his or her termination date, so long as he or she is not
entitled to obtain insurance from a subsequent employer.
(6) Outplacement Services. Reasonable outplacement service expenses for 24 months (in the case of
Mr. Beck) or 12 months (in the case of each other participant) following the termination date, not
exceeding $25,000 per year.
“Qualifying
Termination” With a
Change in Control
If a qualifying termination occurs within one (1) year immediately following a change in control or within
six (6) months immediately prior to such change in control, then the participant is entitled to the
benefits described immediately above, except the amounts described in items (2) and (3) will be
increased to be two times salary and average bonus for all participants, except for Mr. Beck, whose
benefits would remain at two times salary and average bonus. Such severance benefits will be payable
over a period of 24 months following Mr. Beck’s termination date and a period of 12 months following
the termination date of each other participant.
Disability
If employment is terminated due to the participant’s disability, he or she will be entitled to the same
benefits as if a qualifying termination without a change in control occurred, except that he or she is not
entitled to 30 days’ notice of termination (or payment in lieu thereof). The disability severance benefits
will be reduced by the amount of any disability benefits paid to the participant pursuant to any disability
insurance, plan, or policy provided by us to or for the benefit of the participant. If any disability benefits
paid to a participant pursuant to any disability insurance, plan, or policy provided by us are not subject
to local, state, or federal taxation, then our severance obligations in the event of termination due to the
participant’s disability will be reduced by an amount equal to the gross taxable amount that we would
have been required to pay in order to yield the net, after-tax benefit that the participant actually
received pursuant to such disability insurance, plan, or policy.
Death
Annual Incentive Compensation. The pro-rata portion of any bonus for the year in which death occurs, to
the extent earned, plus, if death occurs after year-end but before the bonus for the preceding year is
paid, the bonus for the preceding year, to the extent earned (paid to the participant’s designated
beneficiary or estate, as applicable).
Voluntary Termination
Annual Incentive Compensation. If termination occurs after year-end but before the bonus for the
preceding year is paid, the bonus for the preceding year, to the extent earned (the participant is not
entitled to any bonus for the year during which voluntary termination occurs).
Cause
None.
In addition to the benefits provided for under the Severance Plan, our long-term incentive award agreements provide for the
following treatment of awards following termination:
Termination Event
Award Treatment
By the Company
Without Cause, by the
Executive for Good
Reason, Due to
Disability, or Due to
Death
•
Nonqualified Stock Option Awards: Pro-rata accelerated vesting of any unvested shares.
•
Restricted Stock Awards: Pro-rata accelerated vesting of any unvested shares.
•
Performance-Contingent RSUs: Eligibility to vest in a pro-rata portion of the award, subject to actual
performance over the full performance period.
•
Restricted Stock Units: Pro-rata accelerated vesting of any unvested shares.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 55
Termination Event
Award Treatment
“Double-Trigger”
Change in Control
•
Nonqualified Stock Option Awards: Full accelerated vesting in the event of a termination of
employment by us without cause or by the executive as a result of good reason within six months
before or one (1) year after the effective date of a change in control.
•
Restricted Stock Awards: Full accelerated vesting in the event of a termination of employment by us
without cause or by the executive as a result of good reason within six months before or one (1)
year after the effective date of a change in control.
•
Performance-Contingent RSUs: Full accelerated vesting at target in the event of a termination of
employment by us without cause or by the executive as a result of good reason within six months
before or one (1) year after the effective date of a change in control.
•
Restricted Stock Units: Full accelerated vesting in the event of a termination of employment by us
without cause or by the executive as a result of good reason within six months before or one (1)
year after the effective date of a change in control.
Retirement
•
Nonqualified Stock Option Awards: Continued vesting as if the executive remained employed.
•
Restricted Stock Awards: Unvested shares are forfeited as of the termination date.
•
Performance-Contingent RSUs: Eligibility to vest in a pro-rata portion of the award, subject to actual
performance over the full performance period.
•
Restricted Stock Units: Eligibility to vest as if the executive remained employed.
An executive is generally eligible for “Retirement” when he or she (i) is 65 or older at the time of
termination, or (ii) is 55 or older at the time of termination and has completed ten (10) years of service
to Regional. Under the 2024 Plan and applicable award agreements, “Retirement” means, with respect
to our Chief Executive Officer only, the termination of employment by the Chief Executive Officer on or
after both (A) the Chief Executive Officer’s attainment of age 55 and completion of at least five (5) years
of service, and (B) the date upon which the sum of the Chief Executive Officer’s age plus years of service
equals 65.
__________
The following table provides information concerning the payments and the value of other benefits that our NEOs would have
been eligible to receive if their employment had been terminated under the described circumstances on December 31, 2024. Our
obligation to provide the payments and other benefits described in the table are found in our Severance Plan and each NEO’s long-
term incentive award agreements, in each case, as described above.
In calculating the amounts included in the table below, we have assumed (i) that the termination event and/or change in
control occurred on December 31, 2024, (ii) a share price of $33.98 (our closing share price on December 31, 2024), and (iii) the
following:
•
“Payment in Lieu of 30 Days’ Notice”: We have assumed that we will elect to pay 30 days’ base salary in lieu of allowing
the NEO to work through any required 30-day termination notice period.
•
“Severance Payment”: The amount represents a combination of the “Base Salary Continuation” and “Average Bonus”
payments described above.
•
“Annual Incentive Compensation”: The amount is based upon the level of performance and percentage payout actually
achieved, as determined by the Compensation Committee in January 2025.
•
“Long-Term Incentive Award Vesting”: The value associated with accelerated nonqualified stock option awards has been
calculated by multiplying the number of accelerated shares by the amount by which our stock price as of December 31,
2024 exceeded (if at all) the exercise price of the option. For any performance-contingent long-term incentive award
where vesting remains subject to actual performance over a performance period, we have calculated the value of any
awards still subject to vesting as if the performance period concluded on December 31, 2024. In the event of retirement
by the NEO, the value associated with unvested RSUs has been calculated using our stock price as of December 31, 2024.
•
“Other Benefits”: The amount includes reimbursement of COBRA premiums for continuation coverage and the value of
outplacement services. We have assumed (i) that the NEO will not become entitled to obtain insurance from a subsequent
employer, and (ii) that the NEO will receive the maximum value of outplacement services.
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 56
Termination Event
Name
Type of
Payment or Benefit
Termination by
the Company
Without Cause
or by the
Executive for
Good Reason
($)
Termination
by the
Company
Without Cause
or by the
Executive for
Good Reason in
Connection
with a Change
in Control
($)
Termination
Due to Death
($)
Voluntary
Termination
by the
Executive(1)
($)
Retirement
($)
Robert W. Beck
Payment in Lieu of 30 Days’
Notice
54,247
54,247
—
—
—
Severance Payment
3,060,420
3,060,420
—
—
—
Annual Incentive Compensation
1,111,770
1,111,770
1,111,770
—
—
Long-Term Incentive Award
Vesting(2)
2,262,117
5,476,788
2,262,117
—
1,850,525(3)
Other Benefits
50,000
50,000
—
—
—
Total
6,538,554
9,753,225
3,373,887
—
1,850,525
Harpreet Rana
Payment in Lieu of 30 Days’
Notice
34,521
34,521
—
—
—
Severance Payment
789,180
1,578,360
—
—
—
Annual Incentive Compensation
471,660
471,660
471,660
—
—
Long-Term Incentive Award
Vesting(2)
670,935
1,624,731
670,935
—
—
Other Benefits
25,000
25,000
—
—
—
Total
1,991,296
3,734,272
1,142,595
—
—
Brian J. Fisher
Payment in Lieu of 30 Days’
Notice
33,863
33,863
—
—
—
Severance Payment
773,049
1,546,098
—
—
—
Annual Incentive Compensation
462,676
462,676
462,676
—
—
Long-Term Incentive Award
Vesting(2)
508,817
1,232,225
508,817
—
—
Other Benefits
25,533
25,533
—
—
—
Total
1,803,938
3,300,395
971,493
—
—
Manish Parmar
Payment in Lieu of 30 Days’
Notice
29,836
29,836
—
—
—
Severance Payment
682,077
1,364,154
—
—
—
Annual Incentive Compensation
407,649
407,649
407,649
—
—
Long-Term Incentive Award
Vesting(2)
410,784
994,889
410,784
—
—
Other Benefits
25,000
25,000
—
—
—
Total
1,555,346
2,821,528
818,433
—
—
Catherine R.
Atwood
Payment in Lieu of 30 Days’
Notice
29,836
29,836
—
—
—
Severance Payment
682,077
1,364,154
—
—
—
Annual Incentive Compensation
407,649
407,649
407,649
—
—
Long-Term Incentive Award
Vesting(2)
319,582
774,049
319,582
—
—
Other Benefits
25,000
25,000
—
—
—
Total
1,464,144
2,600,688
727,231
—
—
__________
(1) A voluntary termination that is treated as a “retirement” may result in pro-rata or continued vesting of certain long-term
incentive awards. Other than with respect to the 2024 Plan as described in footnote (3) below, none of our NEOs were eligible
for “retirement” as of December 31, 2024.
(2) See “Executive Compensation Tables – Outstanding Equity Awards at Fiscal Year-End” for a summary of equity-based long-term
incentive awards outstanding as of December 31, 2024.
(3) As our Chief Executive Officer, Mr. Beck was eligible for “Retirement” as defined in the 2024 Plan as of December 31, 2024 given
both (A) his attainment of age 55 and completion of at least five (5) years of service, and (B) the sum of his age plus years of
service equaling over 65. As a result, the unvested shares subject to his RSU award granted on June 3, 2024 would continue to
vest on December 31, 2025 and December 31, 2026 as if he had remained employed. In addition, the PRSU award granted on
June 3, 2024 would receive pro rata vesting treatment.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 57
The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried
employees upon termination of employment and do not discriminate in scope, terms, or operation in favor of our NEOs. Because the
amounts in the table are calculated subject to the assumptions provided and on the basis of the occurrence of a termination as of a
particular date and under a particular set of circumstances, the actual amount to be paid to each of our NEOs upon a termination or
change in control may vary significantly from the amounts included in the table. Factors that could affect these amounts include the
timing during the year of the termination event and the type of termination event that occurs.
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 58
SUMMARY OF COMPANY INCENTIVE PLANS
The discussion that follows describes certain material terms of our principal long-term incentive plans and our principal cash
incentive plan.
Long-Term Incentive Plans
2024 Long-Term Incentive Plan
The 2024 Plan became effective May 16, 2024. The purposes of the 2024 Plan are (i) to encourage and enable selected
employees, directors, and consultants to acquire or increase their holdings of our common stock and other equity-based interests
and/or to provide other incentive awards in order to promote a closer identification of their interests with our interests and those of
our stockholders, and (ii) to provide us with flexibility to motivate, attract, and retain the services of participants upon whose
judgment, interest, and special effort the successful conduct of our operation largely depends. Awards granted under the 2024 Plan
may be in the form of incentive or nonqualified stock options, SARs (including related or freestanding SARs), RSAs, RSU awards,
performance share awards, performance unit awards, phantom stock awards, other stock-based awards, and/or dividend equivalent
awards. Awards may be granted under the 2024 Plan until May 15, 2034 or the plan’s earlier termination by the Board.
The 2024 Plan is administered by the Compensation Committee, subject to Board oversight. The maximum aggregate number
of shares of common stock that we may issue pursuant to awards granted under the 2024 Plan may not exceed the sum of (i)
381,000 shares, plus (ii) any shares remaining available for grant as of the effective date of the 2024 Plan under the 2015 Plan, plus
(iii) any shares subject to an award granted under the 2015 Plan, which award is forfeited, cash-settled, cancelled, terminated,
expires, or lapses for any reason after the effective date of the 2024 Plan without the issuance of shares or pursuant to which such
shares are forfeited. In addition, shares subject to certain awards will again be available for issuance (or otherwise not counted
against the maximum number of available shares) under the 2024 Plan, including unissued or forfeited shares subject to awards that
are canceled, terminate, expire, are forfeited, or lapse for any reason; awards settled in cash; dividends (including dividends paid in
shares) or dividend equivalents paid in cash in connection with outstanding awards; shares withheld or delivered to satisfy any tax
withholding requirements in connection with the vesting or earning of an award or a 2015 Plan award other than an option or SAR;
and shares subject to an award other than an option or SAR that are not issued for any reason (including failure to achieve maximum
performance factors or criteria).
Further, the following will not reduce the maximum number of shares available under the 2024 Plan: (i) shares issued under
the 2024 Plan through the settlement, assumption, or substitution of outstanding awards granted by another entity or obligations to
grant future awards as a condition of or in connection with a merger, acquisition, or similar transaction that involves our acquisition
of another entity, and (ii) available shares under a stockholder approved plan of an acquired company (as appropriately adjusted to
reflect the transaction) that are used for awards under the 2024 Plan, in each case, subject to NYSE listing requirements. The
number of shares reserved for issuance under the 2024 Plan, the participant award limitations, and the terms of awards may also be
adjusted in the event of an adjustment in our capital structure (due to a merger, recapitalization, stock split, stock dividend, or
similar event).
2015 Long-Term Incentive Plan
Under the 2015 Plan, awards could be granted in the form of incentive or nonqualified stock options, SARs (including related
or freestanding SARs), RSAs, RSU awards, performance share awards, performance unit awards, phantom stock awards, other stock-
based awards, and/or dividend equivalent awards. The 2015 Plan was replaced by the 2024 Plan. Awards may no longer be granted
under the 2015 Plan, and any shares that remained available for grant have been rolled over to the 2024 Plan. However, awards
outstanding under the 2015 Plan continue in accordance with their respective terms.
Annual Incentive Plan
The Annual Incentive Plan is administered by the Compensation Committee and provides for the payment of incentive
bonuses based on the attainment of performance objectives in the form of cash or, at the discretion of the Compensation
Committee, in awards of shares under the 2024 Plan. The purpose of the Annual Incentive Plan is to enable us to attract, retain,
motivate, and reward selected officers and other employees by providing them with the opportunity to earn incentive compensation
awards based on the attainment of certain performance objectives. The Compensation Committee will establish the performance
periods over which performance objectives will be measured. A performance period may be for one or more fiscal years or fiscal
quarters, or any portion thereof, as determined by the Compensation Committee, and performance periods may overlap. For a given
performance period, the Compensation Committee will establish (i) the performance objective or objectives that must be achieved
for a participant to be eligible to receive a bonus for such performance period, and (ii) the target incentive bonus for each
participant. The Compensation Committee may adjust awards as appropriate for partial achievement of goals or other factors and
may interpret and make necessary and appropriate adjustments to performance goals and the manner in which goals are evaluated.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 59
The Compensation Committee has absolute discretion to increase, reduce, or eliminate the amount of an award granted to a
participant, including an award otherwise earned and payable under the Annual Incentive Plan. No participant may receive a bonus
under the Annual Incentive Plan, with respect to any fiscal year, in excess of $3,000,000.
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 60
STOCKHOLDER PROPOSALS
We are seeking stockholder action on the following three proposals, which are described in greater detail below:
1.
The election of the nine nominees named in this Proxy Statement to serve as members of the Board until the next
annual meeting of stockholders or until their successors are elected and qualified;
2.
The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm
for the fiscal year ending December 31, 2025; and
3.
The approval, on an advisory basis, of our executive compensation.
Proposal No. 1: Election of Directors
Our Bylaws currently provide that the number of directors of the Company shall be fixed from time to time by resolution
adopted by the Board. There are presently nine directors.
The Nominating Committee evaluates the size and composition of the Board on at least an annual basis. In connection
therewith, the Nominating Committee has nominated and recommends for election as directors the following nine nominees:
Robert W. Beck, Julie Booth, Jonathan D. Brown, Roel C. Campos, Maria Contreras-Sweet, Michael R. Dunn, Steven J. Freiberg,
Sandra K. Johnson, and Carlos Palomares. Each nominee presently serves as a director. Directors shall be elected to serve until the
next annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation, removal, or
death.
A candidate for election as a director is nominated to stand for election based on his or her professional experience,
recognized achievements in his or her respective fields, an ability to contribute to some aspect of our business, and the willingness
to make the commitment of time and effort required of a director. A description of the background, business experience, skills,
qualifications, attributes, and certain other information with respect to each of the nominees for election to the Board can be found
above in the “Board of Directors and Corporate Governance Matters” section of this Proxy Statement. Each of the above-listed
nominees has been identified as possessing an appropriate mix of background and experience, good judgment, deep knowledge of
our industry, strength of character, and an independent mind, as well as a reputation for integrity and high personal and
professional ethics. Each nominee also brings a strong and unique background and set of skills to the Board, giving the Board, as a
whole, competence and experience in a wide variety of areas.
In selecting this slate of nominees for 2025, the Nominating Committee specifically considered the background and business
experience of each of the nominees, along with the familiarity of the nominees with our business and prospects, which has been
developed as a result of their service on our Board. The Nominating Committee believes that such familiarity will be helpful in
addressing the opportunities and challenges that we face in the current business environment.
Each of the nine nominees has consented to being named in this Proxy Statement and to serve as a director, if elected. In the
event that any nominee withdraws, or for any reason is unable to serve as a director, the proxies will be voted for such other person
as may be designated by the Nominating Committee as a substitute nominee, but in no event will proxies be voted for more than
nine nominees. The Nominating Committee has no reason to believe that any nominee will not continue to be a candidate or will not
serve if elected.
The Board unanimously recommends a vote “FOR” the election of each of the nominees listed above.
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee has selected Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal
year ending December 31, 2025, and the Audit Committee and the Board recommend that the stockholders ratify the appointment
of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2025.
A representative of Deloitte & Touche LLP plans to attend the virtual Annual Meeting, will have the opportunity to make a
statement, and will be available to respond to appropriate questions. Although ratification is not required, the Board is submitting
the appointment of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate governance. In the
event that the stockholders fail to ratify the appointment, the Audit Committee will consider whether to appoint another
independent registered public accounting firm.
The Board unanimously recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as our
independent registered public accounting firm for the fiscal year ending December 31, 2025.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 61
Independent Registered Public Accounting Firm Fees
The following table sets forth the aggregate fees billed to us by Deloitte & Touche LLP, our independent registered public
accounting firm during the periods presented below.
Year Ended
December 31, 2024
Year Ended
December 31, 2023
Audit Fees
$
1,334,061
$
1,260,030
Audit-Related Fees
110,000
150,000
Tax Fees
—
—
All Other Fees
—
—
Total
$
1,444,061
$
1,410,030
In the above table, in accordance with applicable SEC rules:
•
“Audit Fees” are fees billed for professional services rendered by the independent registered public accounting firm for
the audit of our annual consolidated financial statements, review of consolidated financial statements included in our
Forms 10-Q, and services that are normally provided by the independent registered public accounting firm in connection
with statutory and regulatory filings or engagements.
•
“Audit-Related Fees” are fees billed for assurance and related services performed by the independent registered public
accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are
not reported above under “Audit Fees.” In 2024 and 2023, these fees were for attest services performed by the
independent registered public accounting firm related to financial reporting that are not required by statute or regulation.
•
“Tax Fees” are fees billed for professional services rendered by the independent registered public accounting firm for tax
compliance, tax advice, and tax planning. There were no such fees incurred in 2024 or 2023.
•
“All Other Fees” represent fees billed for ancillary professional services that are not reported above under “Audit Fees,”
“Audit-Related Fees,” or “Tax Fees.” There were no such fees incurred in 2024 or 2023.
Audit Committee Pre-Approval Policies and Procedures
It is the policy of the Audit Committee to pre-approve all audit and permitted non-audit services proposed to be performed by
our independent registered public accounting firm. The Audit Committee reviewed and pre-approved all of the services performed
by Deloitte & Touche LLP during 2024. The process for such pre-approval is typically as follows: Audit Committee pre-approval is
sought at one of the Audit Committee’s regularly scheduled meetings following the presentation of information at such meeting
detailing the particular services proposed to be performed. The authority to pre-approve audit and non-audit services may be
delegated by the Audit Committee to the Chair of the Audit Committee, who shall present any decision to pre-approve an activity to
the full Audit Committee at the first regular meeting following such decision. None of the services described above were approved
by the Audit Committee pursuant to the exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S-X.
The Audit Committee has reviewed the non-audit services provided by Deloitte & Touche LLP and has determined that the
provision of such services is compatible with maintaining Deloitte & Touche LLP’s independence.
Proposal No. 3: Advisory Vote to Approve Executive Compensation
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders
have the opportunity to cast an advisory vote to approve the compensation of our NEOs as disclosed pursuant to the SEC’s
compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables, and the narrative
disclosures that accompany the compensation tables in this Proxy Statement (a “Say-on-Pay Vote”). Taking into consideration the
most recent voting results from our 2024 Annual Meeting concerning the frequency of the Say-on-Pay Vote, we determined that we
will continue to hold an annual Say-on-Pay Vote until our 2030 Annual Meeting of Stockholders.
The Compensation Committee oversees the development of a compensation program designed to attract, retain, and
motivate executives who enable us to achieve our strategic and financial goals. The Compensation Discussion and Analysis, the
compensation tables, and the accompanying narrative disclosure illustrate the trends in compensation and the application of our
compensation philosophies and practices for the years presented. We encourage stockholders to read the Compensation Discussion
and Analysis, which describes the details of our executive compensation program and the decisions made by the Compensation
Committee in 2024.
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 62
The Compensation Committee believes that our executive compensation program achieves an appropriate balance between
fixed compensation and variable incentive compensation, pays for performance, and promotes an alignment between the interests
of our NEOs and our stockholders. Accordingly, we are asking our stockholders to vote “FOR” the non-binding advisory resolution
approving the compensation of our NEOs, including as described in the Compensation Discussion and Analysis, compensation tables,
and the accompanying narrative discussion.
Because your vote is advisory, it will not be binding upon us, the Compensation Committee, or the Board. However, the
Compensation Committee and the Board value the opinions of our stockholders and will take the outcome of the vote into account
when considering future executive compensation arrangements.
The Board unanimously recommends a vote “FOR” the advisory approval of the compensation of our named executive officers.

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 63
OTHER INFORMATION
Audit Committee Report
The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. The Audit Committee
operates under a written charter, a copy of which is available on our Investor Relations website, www.regionalmanagement.com.
This report reviews the actions taken by the Audit Committee with regard to our financial reporting process during the fiscal year
ended December 31, 2024, and particularly with regard to the audited consolidated financial statements as of December 31, 2024
and 2023 and for the years ended December 31, 2024, 2023, and 2022.
The Audit Committee is composed solely of independent directors under existing New York Stock Exchange listing standards
and Securities and Exchange Commission (“SEC”) requirements. None of the committee members is or has been an officer or
employee of the Company or any of our subsidiaries or has engaged in any business transaction or has any business or family
relationship with the Company or any of our subsidiaries or affiliates. In addition, the Board of Directors has determined that
Messrs. Steven J. Freiberg and Carlos Palomares are “audit committee financial experts,” as defined by Securities and Exchange
Commission rules.
Our management has the primary responsibility for our financial statements and reporting process, including the systems of
internal controls. The independent auditors are responsible for performing an independent audit of our consolidated financial
statements in accordance with auditing standards generally accepted in the United States and issuing a report thereon. The Audit
Committee’s responsibility is to monitor and oversee these processes and to select annually the accountants to serve as our
independent auditors for the coming year. The Audit Committee has implemented procedures to ensure that during the course of
each fiscal year it devotes the attention that it deems necessary or appropriate to fulfill its oversight responsibilities under the Audit
Committee’s charter. To carry out its responsibilities, the Audit Committee met five times during the fiscal year ended December 31,
2024.
In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited
consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including a
discussion of the quality, rather than just the acceptability, of the accounting principles, the reasonableness of significant judgments,
and the clarity of disclosures in the financial statements.
The Audit Committee also discussed our audited consolidated financial statements in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2024 with the independent auditors, who are responsible for expressing an opinion on the
conformity of those audited consolidated financial statements with accounting principles generally accepted in the United States,
their judgments as to the quality, rather than just the acceptability, of our accounting principles, and has discussed with the
independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting
Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee discussed with the auditors their independence from
management and the Company, including the matters in the written disclosures and the letter required by the PCAOB regarding the
independent auditors’ communications with the Audit Committee regarding independence. The Audit Committee also considered
whether the provision of services during the fiscal year ended December 31, 2024, by the auditors that were unrelated to their audit
of the consolidated financial statements referred to above and to their reviews of our interim consolidated financial statements
during the fiscal year is compatible with maintaining their independence.
Additionally, the Audit Committee discussed with the independent auditors the overall scope and plan for their audit. The
Audit Committee met with the independent auditors, with and without management present, to discuss the results of their
examination, their evaluation of our internal controls, and the overall quality of our financial reporting.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors
that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2024, for filing with the SEC. This report of the Audit Committee has been prepared by members of the Audit
Committee.
Members of the Audit Committee:
Roel C. Campos (Chair)
Steven J. Freiberg
Carlos Palomares
February 19, 2025
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 64
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial ownership of our common stock as of the close of
trading on April 2, 2025, of: (i) each person known by us to beneficially own more than five percent of our common stock; (ii) each of
our directors; (iii) each of our NEOs; and (iv) all of our directors and executive officers, as a group. For purposes of the following and
the accompanying footnotes, references to “executive officers” include our NEOs.
Shares Beneficially Owned(1)
Name
Number
Percentage
Basswood Capital Management, L.L.C.(2)
1,019,819
10.2%
Forager Fund, LP(3)
990,894
9.9%
Dimensional Fund Advisors LP(4)
759,118
7.6%
BlackRock, Inc.(5)
675,650
6.7%
Julie Booth
668
*
Jonathan D. Brown (6)
26,920
*
Roel C. Campos
109,048
1.1%
Maria Contreras-Sweet
30,714
*
Michael R. Dunn
108,287
1.1%
Steven J. Freiberg(7)
185,514
1.8%
Sandra K. Johnson
14,528
*
Carlos Palomares(8)
68,732
*
Robert W. Beck(9)
232,692
2.3%
Harpreet Rana(10)
75,423
*
Catherine R. Atwood(11)
57,190
*
Brian J. Fisher(12)
123,990
1.2%
Manish Parmar(13)
82,076
*
All directors and executive officers, as a group (13 persons)
1,115,782
10.8%
__________
*
Amount represents less than 1.0%
(1)
Applicable percentage of ownership is based upon 10,035,287 shares of our common stock outstanding on April 2, 2025.
Beneficial ownership is determined in accordance with SEC rules and includes voting and investment power with respect to
shares shown as beneficially owned. Shares of common stock subject to options currently exercisable or exercisable within 60
days are deemed outstanding for computing the shares and percentage ownership of the person holding such options, but are
not deemed outstanding for computing the percentage ownership of any other person or entity. Except as otherwise
indicated, the persons or entities listed in the table have sole voting and investment power with respect to all shares shown as
beneficially owned by them. The address for all directors and officers listed in the table is c/o Regional Management Corp.,
979 Batesville Road, Suite B, Greer, SC 29651.
(2)
The information reported is based on a Form 4 filed with the SEC on February 19, 2025, reporting (i) shared power of
Basswood Capital Management, L.L.C. (“Basswood”) to vote or direct the vote and to dispose or direct the disposition of
1,019,819 shares; (ii) shared power of Basswood Opportunity Partners, LP (“BOP”) to vote or direct the vote and to dispose of
or direct the disposition of 319,351 shares; (iii) shared power of Basswood Strategic Financial Fund, LP (“BSFF”) to vote or
direct the vote and to dispose of or direct the disposition of 968 shares; (iv) shared power of Basswood Financial Fund, LP
(“BFF LP”) to vote or direct the vote and to dispose of or direct the disposition of 124,269 shares; (v) shared power of
Basswood Financial Fund, Ltd. (“BFF LTD.”) to vote or direct the vote and to dispose of or direct the disposition of 6,278
shares; (vi) shared power of Basswood Financial Long Only Fund, LP (“BFLOF” and, together with BOP, BSFF, BFF LP, and BFF
LTD., the “Funds”) to vote or direct the vote and to dispose of or direct the disposition of 33,080 shares; (vii) shared power of
certain separate managed accounts managed by Basswood (the “Managed Accounts”) to vote or direct the vote and to
dispose of or direct the disposition of 508,953 shares; (viii) shared power of Matthew Lindenbaum to vote or direct the vote
and to dispose of or direct the disposition of 1,019,819 shares; and (ix) shared power of Bennett Lindenbaum to vote or direct
the vote and to dispose of or direct the disposition of 1,019,819 shares. Matthew Lindenbaum and Bennett Lindenbaum are
the Managing Members of Basswood and may be deemed to have a pecuniary interest in the shares held directly or indirectly
by the Managed Accounts and the Funds. The information also includes 26,920 shares held by Mr. Brown, a partner at
Basswood, who serves on the Board pursuant to the Cooperation Agreement (as amended by the Letter Agreement) described
in detail below in the section entitled “Other Information – Certain Relationships and Related Person Transactions.” As a
result, Basswood is a “director-by-deputization” solely for the purposes of Section 16 of the Exchange Act. Pursuant to Rule

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 65
16a-1 of the Exchange Act, Basswood may be deemed to be a beneficial owner of the shares of common stock issued to Mr.
Brown. The business address of Basswood is 645 Madison Avenue, 10th Floor, New York, NY 10022.
(3)
The information reported is based on a Form 4 filed with the SEC on January 15, 2025, reporting: (i) sole power of Forager
Fund, LP (“FFLP”) to vote or direct the vote and to dispose or direct the disposition of 990,894 shares; (ii) sole power of
Forager Capital Management, LLC (“FCM”) to vote or direct the vote and to dispose or direct the disposition of 990,894 shares;
(iii) the shared power of Edward Kissel to vote or direct the vote and to dispose or direct the disposition of 990,894 shares; and
(iv) the shared power of Robert MacArthur to vote or direct the vote and to dispose or direct the disposition of 990,894
shares. The business address of FFLP, FCM, Mr. Kissel, and Mr. McArthur is 2025 3rd Ave. N, Suite 350, Birmingham, AL 35203.
(4)
The information reported is based on a Schedule 13G/A filed with the SEC on February 14, 2024, reporting the sole power of
Dimensional Fund Advisors LP (“Dimensional”) to vote or direct the vote of 745,809 shares and the sole power of Dimensional
to dispose or direct the disposition of 759,118 shares. The business address of Dimensional is 6300 Bee Cave Road, Building
One, Austin, TX 78746.
(5)
The information reported is based on a Schedule 13G/A filed with the SEC on February 7, 2025, reporting the sole power of
BlackRock, Inc. (“BlackRock”) to vote or direct the vote of 664,769 shares and the sole power of BlackRock to dispose or direct
the disposition of 675,650 shares. The business address of BlackRock is 50 Hudson Yards, New York, NY 10001.
(6)
Mr. Brown is a partner at Basswood, serving on the Board pursuant to the Cooperation Agreement (as amended by the Letter
Agreement) described in detail below in the section entitled “Other Information – Certain Relationships and Related Person
Transactions – Cooperation Agreement.” As a result, Basswood is a “director-by-deputization” solely for the purposes of
Section 16 of the Exchange Act. Pursuant to Rule 16a-1 of the Exchange Act, Basswood may be deemed to be a beneficial
owner of the shares of common stock issued to Mr. Brown.
(7)
Mr. Freiberg holds 133,066 shares directly. Additional shares stated are owned by (i) Neena Freiberg (Mr. Freiberg’s wife)
(30,000 shares), and (ii) the Neena Freiberg Irrevocable Trust, of which Mr. Freiberg is trustee (22,448 shares).
(8)
The amount stated includes 9,188 shares subject to options either currently exercisable or exercisable within 60 days of April
2, 2025, over which Mr. Palomares will not have voting or investment power until the options are exercised. The option shares
described in this footnote are considered outstanding for the purpose of computing the percentage of outstanding stock
owned by Mr. Palomares and by directors and executive officers as a group, but not for the purpose of computing the
percentage ownership of any other person.
(9)
The amount stated includes 131,019 shares subject to options either currently exercisable or exercisable within 60 days of
April 2, 2025, over which Mr. Beck will not have voting or investment power until the options are exercised. The option shares
described in this footnote are considered outstanding for the purpose of computing the percentage of outstanding stock
owned by Mr. Beck and by directors and executive officers as a group, but not for the purpose of computing the percentage
ownership of any other person.
(10)
The amount stated includes 17,371 shares subject to options either currently exercisable or exercisable within 60 days of April
2, 2025, over which Ms. Rana will not have voting or investment power until the options are exercised. The option shares
described in this footnote are considered outstanding for the purpose of computing the percentage of outstanding stock
owned by Ms. Rana and by directors and executive officers as a group, but not for the purpose of computing the percentage
ownership of any other person.
(11)
The amount stated includes 7,371 shares subject to options either currently exercisable or exercisable within 60 days of April
2, 2025, over which Ms. Atwood will not have voting or investment power until the options are exercised. The option shares
described in this footnote are considered outstanding for the purpose of computing the percentage of outstanding stock
owned by Ms. Atwood and by directors and executive officers as a group, but not for the purpose of computing the
percentage ownership of any other person.
(12)
The amount stated includes 73,672 shares subject to options either currently exercisable or exercisable within 60 days of April
2, 2025, over which Mr. Fisher will not have voting or investment power until the options are exercised. The option shares
described in this footnote are considered outstanding for the purpose of computing the percentage of outstanding stock
owned by Mr. Fisher and by directors and executive officers as a group, but not for the purpose of computing the percentage
ownership of any other person.
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 66
(13)
The amount stated includes 23,109 shares subject to options either currently exercisable or exercisable within 60 days of April
2, 2025, over which Mr. Parmar will not have voting or investment power until the options are exercised. The option shares
described in this footnote are considered outstanding for the purpose of computing the percentage of outstanding stock
owned by Mr. Parmar and by directors and executive officers as a group, but not for the purpose of computing the percentage
ownership of any other person.
Certain Relationships and Related Person Transactions
Cooperation Agreement
On January 26, 2018, we entered into a Cooperation Agreement (the “Cooperation Agreement”) with Basswood, pursuant to
which we appointed Jonathan D. Brown to the Board, effective January 26, 2018. On November 28, 2022, the parties entered into a
letter agreement amending certain provisions of the Cooperation Agreement, as described in more detail below (the “Letter
Agreement”).
Pursuant to the Cooperation Agreement, as amended, Mr. Brown is required to, at all times while serving as a member of the
Board, comply with all policies, procedures, processes, codes, rules, standards, and guidelines applicable to non-employee Board
members. In addition, the Cooperation Agreement, as amended by the Letter Agreement, provides that Mr. Brown must offer to
resign from the Board if (i) Basswood and its affiliates, collectively, no longer beneficially own an aggregate “net long position” of the
lesser of 7.5% of our outstanding shares of common stock or 718,657 shares of our common stock (subject to adjustment for stock
splits, reverse stock splits, stock dividends, and similar adjustments), or (ii) Basswood fails to comply with or breaches any of the
terms of the Cooperation Agreement in any material respect and, if capable of being cured, such material breach or failure has not
been cured within 15 days after receipt by Basswood of written notice from us specifying such material breach or failure, provided
that we are not in material breach of the Cooperation Agreement at such time. The Cooperation Agreement also provides that, if
requested by Basswood, we are obligated to appoint Mr. Brown to any existing or newly created committee of the Board that may
be designated to oversee or review strategic alternatives (including an extraordinary transaction).
In the Cooperation Agreement, in addition to certain confidentiality and non-disparagement provisions, Basswood has agreed
to various customary standstill provisions for the duration of the Standstill Period (as defined below), which provide, among other
things, that Basswood and its affiliates will not (i) acquire beneficial ownership of 19.9% or more of the outstanding shares of our
common stock; (ii) participate in a proxy solicitation with respect to the voting of any shares of our common stock; (iii) submit a
proposal for or offer of any extraordinary transaction or propose a change in the structure, size, or composition of the Board or
executive officers of the Company; or (iv) subject to certain exceptions for open market and underwritten transactions, sell shares of
our common stock to a third party or group that to Basswood’s knowledge would result in such third party or group owning 5% or
more of the outstanding shares of our common stock.
Basswood has also agreed that, during the Standstill Period, it will cause the shares of our common stock beneficially owned
by it and its affiliates to be voted (i) in favor of each director nominated by the Board for election, and (ii) in accordance with the
Board’s recommendations on all other matters; provided that Basswood and its affiliates may vote their shares of our common stock
in their sole discretion with respect to (a) a proposal to authorize or approve an extraordinary transaction, (b) matters related to the
implementation of takeover defenses, (c) new or amended incentive compensation plans submitted for stockholder approval, or (d)
any other proposal if either Institutional Shareholder Services Inc. or Glass Lewis & Co., LLC do not recommend voting in accordance
with the Board’s recommendation with respect to such proposal (other than with respect to the election or removal of directors) at
any annual or special meeting of stockholders.
Pursuant to the Cooperation Agreement, the “Standstill Period” was initially defined to mean the period commencing on
January 26, 2018 and ending on the earliest of (i) 12:01 a.m. (New York time) on the date that is 20 days prior to the nomination
deadline for the 2019 annual meeting of stockholders (the “2019 Annual Meeting”), (ii) if we fail to comply with or breach any of the
terms of the Cooperation Agreement in any material respect and, if capable of being cured, such material breach or failure has not
been cured within 15 days after receipt by us of written notice from Basswood specifying such material breach or failure, provided
that Basswood is not in material breach of the Cooperation Agreement at such time, (iii) the consummation of an extraordinary
transaction following which consummation the director designated by Basswood no longer serves on the Board, and (iv) a
reorganization of the Company under any federal or state law relating to bankruptcy or insolvency. However, the Cooperation
Agreement provides that if we provide written notice to Basswood that we will nominate a director designated by Basswood for
election to the Board at the 2019 Annual Meeting or for any annual meeting of stockholders of the Company subsequent thereto
(each, an “Applicable Meeting”) at least 20 days prior to the nomination deadline for such Applicable Meeting and Basswood has
agreed in advance to such nomination, then the Standstill Period will be automatically extended until the date that is 20 days prior
to the nomination deadline for the annual stockholders meeting subsequent to such Applicable Meeting. Accordingly, we have
provided timely written notice to Basswood that we would nominate a director designated by Basswood for election to the Board at

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 67
each Applicable Meeting to date, which has extended the Standstill Period until the date that is 20 days prior to the nomination
deadline for the 2026 Annual Meeting.
The Cooperation Agreement, as amended, terminates upon the expiration of the Standstill Period (subject to any extensions
as provided in the Cooperation Agreement), provided that the confidentiality provisions of the Cooperation Agreement will survive
for a period of 18 months following the date upon which no director designated by Basswood serves as a director of the Company.
Statement of Policy Regarding Transactions with Related Persons
Our Board has adopted a written statement of policy regarding transactions with related persons, which we refer to as our
“related person policy.” Our related person policy requires that a “related person” (as defined in paragraph (a) of Item 404 of
Regulation S-K) must promptly disclose to our General Counsel, or other person designated by our Board, any “related person
transaction” (defined as any transaction that is anticipated and would be reportable by us under Item 404(a) of Regulation S-K,
which includes transactions in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any
related person had or will have a direct or indirect material interest) and all material facts with respect thereto. The General
Counsel, or such other person, will then promptly communicate that information to our Board or the Audit Committee. No related
person transaction will be executed without the approval or ratification of the Audit Committee. It is our policy that directors
interested in a related person transaction will recuse themselves from any vote of a related person transaction in which they have
an interest and provide all material information he or she has concerning the related person transaction to the Audit Committee.
Our policy does not specify the standards to be applied by directors in determining whether or not to approve or ratify a related
person transaction, and we accordingly anticipate that these determinations will be made in accordance with principles of Delaware
law generally applicable to directors of a Delaware corporation. In determining whether to approve or ratify a related person
transaction, the Board may consider such facts and circumstances as it deems appropriate, including (i) the benefits to us; (ii) the
availability of other sources for comparable products or services; (iii) the terms of the proposed related person transaction; and (iv)
the terms available to unrelated third parties or to employees generally in an arms-length negotiation.
Indemnification of Directors and Officers
Our Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the General
Corporation Law of the State of Delaware (the “DGCL”). In addition, our Amended and Restated Certificate of Incorporation provides
that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL.
There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we
are not aware of any pending or threatened litigation that may result in claims for indemnification by any director, officer, or other
party.
Proposals by Stockholders
Under certain conditions, stockholders may request that we include a proposal at a forthcoming meeting of our stockholders
in our proxy materials for such meeting. Under SEC Rule 14a-8, any stockholder desiring to present such a proposal to be acted upon
at the 2026 Annual Meeting and included in the proxy materials for such meeting must ensure that we receive the proposal at our
principal executive office in Greer, South Carolina by December 10, 2025, in order for the proposal to be eligible for inclusion in our
proxy statement and proxy card relating to such meeting.
If a stockholder desires to propose any business at an annual meeting of stockholders, even if the proposal or proposed
director candidate is not to be included in our proxy statement, our Bylaws provide that the stockholder must deliver or mail timely
advance written notice of such business to our principal executive office. Under our Bylaws, to be timely, a stockholder’s notice
generally must be delivered to our Corporate Secretary at our principal executive offices not later than the 90th day before the first
anniversary of the date of the preceding year’s annual meeting and not earlier than the 120th day prior to such anniversary.
However, in the event that the date of the annual meeting is advanced by more than 20 days or delayed by more than 70 days from
such anniversary date, notice by the stockholder to be timely must be delivered not earlier than the 120th day prior to such annual
meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following
the day on which public announcement of the date of such meeting is first made. Each item of business must be made in accordance
with, and must include the information required by, our Bylaws, our Corporate Governance Guidelines, and any other applicable
law, rule, or regulation. Assuming that the date of the 2026 Annual Meeting is not advanced or delayed in the manner described
above, the required notice for the 2026 Annual Meeting would need to be provided to us not earlier than January 15, 2026 and not
later than February 14, 2026.
In addition, stockholders who intend to solicit proxies in support of director nominees for election at the 2026 Annual Meeting
other than the Company's nominees must comply with the procedures in our Bylaws.
Proxy Statement

Regional Management Corp. | Proxy Statement for 2025 Annual Meeting of Stockholders | 68
Householding of Annual Meeting Materials
Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” annual reports
and proxy statements. This means that only one copy of our Annual Report on Form 10-K and Proxy Statement, as applicable, may
have been sent to multiple stockholders in the same household. We will promptly deliver a separate copy of our Annual Report on
Form 10-K and Proxy Statement, as applicable, to any stockholder upon request submitted in writing to us at the following address:
Regional Management Corp., 979 Batesville Road, Suite B, Greer, South Carolina, 29651, Attention: Corporate Secretary, or by calling
(864) 448-7000. Any stockholder who wants to receive separate copies of our Annual Report on Form 10-K and Proxy Statement in
the future, or who is currently receiving multiple copies and would like to receive only one copy for his or her household, should
contact his or her bank, broker, or other nominee record holder, or contact us at the above address and telephone number.
Other Business
The Board is not aware of any matters, other than those specified above, to come before the Annual Meeting for action by the
stockholders. However, if any matter requiring a vote of the stockholders should be duly presented for a vote at the Annual
Meeting, then the persons named in the proxy card intend to vote such proxy in accordance with their best judgment.



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