Denise Harrod

About Denise M. Harrod

Independent director of Atlanticus Holdings Corporation since 2021; age 65 as of the 2025 record date. She has 34+ years of experience in government/regulatory affairs, financial operations, communications, and diversity & inclusion. Since 2014, she has been an independent management consultant advising financial services, energy services and commodity trading companies; she holds a bachelor’s degree from The Pennsylvania State University and is recognized for public policy and D&I leadership by various organizations . The Board classifies her as independent under Nasdaq and SEC rules .

Past Roles

External Roles

Board Governance

• Independence: Determined independent by the Board .
• Committees:
  • Social Impact Committee: Chair; members include Denise M. Harrod, Jeffrey A. Howard, Deal W. Hudson .
  • Nominating & Corporate Governance Committee: Member; committee chaired by Deal W. Hudson; members include Harrod and Dennis H. James, Jr. .
  • Audit Committee: Not a member (members are Dennis H. James, Jr. (Chair), Joann G. Jones, Mack F. Mattingly) .
  • Compensation Committee: Not a member (members are Joann G. Jones (Chair), Deal W. Hudson, Mack F. Mattingly) .
• Attendance: Board met 4 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings . Board met 4 times in 2023 with the same ≥75% attendance standard .
• Annual meeting: All directors attended the 2024 Annual Meeting; policy expects all directors to attend . All directors attended the 2023 Annual Meeting .
• Independent director executive sessions: Regularly scheduled without management present .

2025 Shareholder Vote Signal (Director Election)

Note: Harrod’s “For” votes were lower than several peers on the slate (e.g., Howard 11,375,922; Hanna 11,341,382), indicating relatively higher opposition compared to other nominees in 2025 .

Fixed Compensation

Policy structure (independent directors): annual cash retainer $50,000; $3,000 per Board meeting; $1,500 per committee meeting; chair premiums: $25,000 for Audit and Social Impact; $10,000 for Nominating & Corporate Governance and Compensation; these cash fees expected to remain in 2025 . Harrod’s fees reflect this structure and her Social Impact chair role.

Consulting fees paid to Harrod ($30,000 in 2023 and $30,000 in 2024) are disclosed under “All Other Compensation” (represents fees for consulting services) .

Performance Compensation

Annual equity awards to independent directors are time-based restricted stock; no performance metrics disclosed for director equity.

Equity awards are under the Fourth Amended and Restated 2014 Equity Incentive Plan; directors are reimbursed for meeting expenses .

Other Directorships & Interlocks

• Public company directorships: None disclosed for Harrod .
• Compensation Committee interlocks/insider participation: None disclosed; comp committee members were Hudson, Jones, Mattingly (none current/former officers) .
• Shared directorships with competitors/suppliers/customers: None disclosed in proxy .

Expertise & Qualifications

• Government/regulatory affairs, financial operations, strategic communications, diversity & inclusion, employee wellness .
• Recognized for public policy and D&I leadership; non-profit/advisory board involvement (CHOA Public Affairs Board; various advisory boards) .
• Education: Bachelor’s degree, The Pennsylvania State University .

Equity Ownership

Governance Assessment

• Alignment and independence: Harrod is an independent director with governance and regulatory expertise; she chairs the Social Impact Committee and serves on Nominating & Corporate Governance—both committees require independence per Nasdaq/SEC standards .
• Attendance and engagement: Board met 4 times in 2024; all directors satisfied ≥75% attendance; directors attended annual meetings in 2023 and 2024—positive engagement signal .
• Ownership: Beneficial ownership is modest (<1%); restricted shares outstanding declined from 3,150 (2024) to 2,150 (2025), consistent with vesting and new grants—alignment via equity exists but skin-in-the-game is limited vs insiders .
• Compensation structure: Cash fees stable year-over-year; equity award grant-size moderated in 2025 (1,150 shares) versus 2024 (2,000 shares) . Stock awards increased in 2024 ($75,360 vs. $60,260 in 2023), suggesting higher equity mix in that year .
• RED FLAGS and watch items:
  • Consulting fees paid to Harrod ($30,000 in both 2023 and 2024) create a potential perceived conflict with independence, even though the Board designates her independent under Nasdaq rules; investors may scrutinize the nature/scope of consulting engagements .
  • 2025 election support was notably lower for Harrod than some peers (e.g., Howard/Hanna), indicating comparatively higher shareholder opposition in that cycle; continued monitoring of vote trends is warranted .
• Related-party ecosystem: No Harrod-specific related party transactions disclosed; significant related party transactions exist involving the Hanna family (HBR services/leases; Dove Ventures preferred stock and dividends), but these do not involve Harrod; Audit Committee reviews related-party transactions per charter .

Say‑on‑Pay & Shareholder Feedback

• 2025 say‑on‑pay vote approved: For 9,943,080; Against 1,457,916; Abstain 905 .
• Frequency of future say‑on‑pay: “Every three years” approved (9,359,468 votes) and adopted by the company .

Overall: Harrod’s governance profile emphasizes independence and social/governance oversight. The recurring consulting fees and relatively lower 2025 election support are key monitoring points for investor confidence, while attendance, committee independence, and time‑based equity grants support baseline governance quality .