Jeffrey Howard

About Jeffrey Howard

Jeffrey A. Howard (age 55) is President and Chief Executive Officer of Atlanticus Holdings (ATLC), serving as CEO since March 2021 and President since April 2014; he joined a subsidiary in 2001 and became Executive Managing Director in 2010, bringing deep corporate development and M&A experience in consumer finance . Under Howard’s tenure, Atlanticus reported net income of $110.1M in 2024 (up from $102.0M in 2023) and disclosed cumulative TSR values of 36.74 (2022), 54.22 (2023) and 78.21 (2024), indicating strong multi‑year equity value creation despite macro/regulatory headwinds . He is also a director (since 2014) and serves on the Board’s Social Impact Committee, creating a dual management/director role alongside an Executive Chairman structure .

Past Roles

External Roles

• No other public company directorships or external committee roles disclosed for Howard in the 2025 proxy biography .

Board Governance and Roles

• Board service: Director since 2014; member, Social Impact Committee .
• Independence: Board deems five directors independent; Howard is an executive director and not independent .
• Leadership structure: Executive Chairman (David G. Hanna) plus CEO (Howard) supports strategy execution with independent committees overseeing Audit, Compensation, and Nominating .
• Attendance: Board met 4 times in 2024; each director attended at least 75% of Board/committee meetings .
• Director pay: Non‑independent directors (incl. Howard) receive no additional director compensation beyond reasonable expenses .

Fixed Compensation

Note: Proxy discloses actual bonuses but does not state a target bonus percentage for Howard in the executive compensation section reviewed .

Performance Compensation

• Incentive metric design: Committee relies on subjective evaluation of performance; it does not benchmark to peers nor use an external compensation consultant; specific metric weightings/targets not disclosed. Pay‑versus‑performance disclosures were not used to set pay .

Equity Ownership & Alignment

Vesting calendar and potential selling pressure (share releases):

• 3/13/2025: ~9,503 shares from 2023 RSA tranche (of 19,006 total) .
• 3/14/2025: 6,217 shares (2022 RSA vested) .
• 3/8/2025: 5,171 shares (first third of 2024 grant) .
• 3/13/2026: ~9,503 shares (remaining 2023 tranche) .
• 3/8/2026 and 3/8/2027: 5,171 shares each (remaining 2024 tranches) .
• 3/14/2027: 220 shares (2022 grant) .

Employment Terms

• Base salary: $850,000; eligible for bonus and equity as determined by Compensation Committee .
• Term/termination: Either party may terminate on 30 days’ notice; termination by Company for “cause” permitted; termination upon death or “complete disability” defined .
• Severance and change‑in‑control: No cash severance or other benefits upon termination; however, equity awards vest immediately upon death/disability or if terminated by the Company other than for cause (no separate change‑in‑control cash multiple disclosed) .
• Clawbacks: Dodd‑Frank compliant clawback (effective Oct 2, 2023) mandates recovery of incentive‑based compensation on a financial restatement over preceding three years; a 2007 policy also allows recovery for misconduct causing restatement (SOX 304) .
• Hedging/insider trading: Short sales prohibited; Board‑adopted policy governs securities trading by insiders .

Performance & Track Record

• Highlights: Revenue grew ~$155M YoY in 2024; net income increased ~$8.2M YoY; TSR advanced each year 2022–2024 .
• Risk context: Regulatory scrutiny (e.g., potential late fee cap), capital market dependence, and portfolio concentration in top retail partners noted in 10‑K risk factors .

Say‑on‑Pay & Shareholder Feedback

• 2025 Say‑on‑Pay: For 9,943,080; Against 1,457,916; Approved .
• Say‑on‑Pay Frequency: Shareholders approved every three years (9,359,468 votes) .
• Board recommendation and policy context: Board recommended triennial frequency aligned with long‑term pay philosophy .

Compensation Committee Analysis (Process)

• Committee comprised solely of independent directors; met 4 times in 2024 .
• No use of outside compensation consultants; limited formal benchmarking; significant management input (CEO/Executive Chair participate) .
• Clawback and risk review: Policies in place; committee reviews incentive risk .

Related Party/Governance Considerations (Context)

• The company discloses related‑party arrangements involving entities affiliated with major shareholders (Series A Preferred held by Dove; sublease/services with HBR), which are overseen under Audit Committee review policies; no such transactions are attributed to Howard in the proxy .

Investment Implications

• Alignment and ownership: Howard’s 4.0% beneficial stake, option exposure, and multi‑year RSAs align him with shareholder outcomes; no disclosed pledges for Howard reduce alignment risk vs. pledged holders .
• Pay structure: High fixed salary with steady annual bonus and material time‑vested equity emphasizes retention; lack of disclosed formulaic performance metrics reduces transparency into pay‑for‑performance linkage .
• Retention and supply dynamics: Multiple vesting events in March 2025–2027 and an option expiring Nov 2025 could create episodic selling windows; equity accelerates if terminated other than for cause or on death/disability, reducing downside retention friction in adverse scenarios .
• Governance risk mitigants: Dodd‑Frank clawback, independent oversight of key committees, and triennial say‑on‑pay support governance posture; hedging policy is limited (short sales banned only), which is less restrictive than full anti‑hedging policies some investors prefer .
• Performance backdrop: Rising revenues and net income in 2024 and improving TSR trend strengthen the case that realized pay and equity values sit against a constructive operating trajectory, albeit with regulatory risk (late fee rule) and funding concentration risks flagged in the 10‑K .

All citations reference Atlanticus Holdings’ 2025 DEF 14A, 2024 10-K, and 2025 8-K vote results as noted in brackets.