Ryan B. Bell
ENCORE CAPITAL GROUPAbout Ryan B. Bell
Ryan B. Bell (age 46) is President of Midland Credit Management (MCM), Encore Capital Group’s U.S. operating unit, a role he has held since January 2020 after joining Encore in September 2011; he previously spent 2000–2011 at Capital One, including as Director of Operations Strategy & Execution (2009–2011) . He holds a BBA in Management Information Systems from Texas A&M (cum laude) and an MBA from SMU Cox (Beta Gamma Sigma) . Company performance context for his 2024 pay decisions: the Compensation Committee applied negative discretion to annual bonuses due to “challenging GAAP earnings,” yet cited Bell’s leadership of MCM, which “achieved outstanding performance and had record portfolio purchasing in 2024” . Pay-versus-performance shows Company TSR of $135 (from a $100 base) in 2024, Net Income of ($139) million, and ROIC of 7.5% (Company-level metrics) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Encore Capital Group / Midland Credit Management | President, MCM | 2020–present (joined Encore 2011) | Led MCM to “outstanding performance” with record portfolio purchasing in 2024; received above-funded KCP individual multiplier (105%) |
| Capital One Financial Corp. | Director, Operations Strategy & Execution | 2009–2011 | Senior operating role in U.S. credit card operations |
| Capital One Financial Corp. | Various roles of increasing responsibility | 2000–2008 | Progressive leadership roles prior to Director post |
External Roles
No public-company directorships or external board roles for Mr. Bell are disclosed in the 2025 proxy’s executive officer biographies .
Fixed Compensation
- Base salary progression reflects strong MCM performance; Bell’s salary increased 5.7% in March 2024 to $551,079 (from $521,115) .
| Item | 12/31/2023 | 12/31/2024 |
|---|---|---|
| Base Salary | $521,115 | $551,079 |
- 2024 annual cash incentive (KCP) target set at 100% of base; payout determined formulaically with committee discretion .
| 2024 KCP Outcome | Target Bonus % of Salary | Target $ | Company Funding (Calc.) | Adjusted Company Funding | Individual % | Actual Bonus $ | Bonus as % of Target |
|---|---|---|---|---|---|---|---|
| Ryan B. Bell | 100% | $546,494 | 135.9% | 120.0% (negative discretion) | 105.0% | $688,583 | 126.0% |
- Multi-year Summary Compensation (SCT):
| Year | Salary | Stock Awards | Non-Equity Incentive (KCP) | All Other Comp | Total |
|---|---|---|---|---|---|
| 2022 | $494,045 | $950,673 | $384,411 | $14,650 | $1,843,779 |
| 2023 | $517,985 | $925,216 | $579,237 | $25,926 | $2,048,364 |
| 2024 | $546,494 | $999,989 | $688,583 | $16,350 | $2,251,416 |
Performance Compensation
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Annual incentive design: KCP metrics include KCP Adjusted EBITDA, strategic initiatives, consumer experience (call quality and consumer satisfaction), and people/retention; committee used negative discretion in 2024 to reduce funding (Bell still received 105% individual multiplier) .
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2024 long-term equity mix: approximately 50% RSUs / 50% PSUs (split evenly between ROIC PSUs and relative TSR PSUs) .
| 2024 Grant (3/9/2024) | Target Shares (#) | Grant-Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|
| RSU | 9,970 | $499,996 | Time-based; vests 1/3 on 3/9/2025, 3/9/2026, 3/9/2027 |
| ROIC PSU | 4,985 (target) | $249,998 | 3-year performance (Mar-2024 to Dec-2026), cliff vest 3/9/2027; payout 50–200% vs 3-yr avg pre-tax ROIC target |
| TSR PSU | 4,899 (target) | $249,996 | Relative TSR vs S&P SmallCap 600 Financials (Mar-2024 to Dec-2026), cliff vest 3/9/2027; 0%<30th pct, 50%=30th, 100%=50th, 150%=70th+; cap at 100% if absolute TSR negative |
- PSU payout schedule references:
| Metric | Threshold | Target | Max | Cap |
|---|---|---|---|---|
| ROIC PSU | 50% of target if threshold achieved | 100% | 200% | n/a |
| Relative TSR PSU | 0% below 30th pct | 100% at 50th pct | 150% at 70th+ pct | 100% if absolute TSR negative |
- 2024 equity grant sizing context: target values set by the Compensation Committee; unit counts based on $50.15 stock price (RSUs/ROIC PSUs) and $51.03 Monte Carlo fair value (TSR PSUs) .
Equity Ownership & Alignment
- Beneficial ownership and guidelines:
| Item | Detail |
|---|---|
| Beneficial ownership (4/11/2025) | 38,047 shares; less than 1% of outstanding |
| Ownership guidelines | EVP-level (includes President, MCM) = 3x base salary; all NEOs met guidelines; must retain 100% of after-tax shares if not in compliance |
| Hedging/pledging | Prohibited; also prohibits margin purchases; robust insider trading policy |
| Options usage | Program currently does not include options; none exercised by NEOs in 2024 |
- Unvested/Unearned equity at 12/31/2024:
| Award | Units (#) | Market/Payout Value ($) |
|---|---|---|
| 2022 RSU (unvested) | 1,885 | $90,046 |
| 2023 RSU (unvested) | 5,659 | $270,330 |
| 2024 RSU (unvested) | 9,970 | $476,267 |
| 2022 ROIC PSU (unearned) | 1,414 | $67,547 |
| 2022 TSR PSU (unearned) | 1,279 | $61,098 |
| 2023 ROIC PSU (unearned) | 4,244 | $202,736 |
| 2023 TSR PSU (unearned) | 2,050 | $97,929 |
| 2024 ROIC PSU (unearned) | 4,985 | $238,133 |
| 2024 TSR PSU (unearned) | 2,450 | $117,013 |
- 2024 vesting activity (potential selling pressure indicator):
| 2024 Shares Vested | Shares Acquired on Vesting | Value Realized on Vesting |
|---|---|---|
| Stock awards vested | 14,302 | $717,245 |
Vesting cadence concentrates around March 9 each year (annual grant date and time-based RSU tranches), which, combined with open trading windows, can create episodic liquidity/selling pressure despite holding requirements .
Employment Terms
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Executive Separation Plan (U.S. NEOs, including Bell): no fixed-term employment agreement; severance of 2x base salary for termination without cause or resignation for Good Reason (non-CoC), plus pro rata annual bonus and 24 months of health benefits; unvested equity continues to vest for 12 months post-termination . For change-in-control (CoC) terminations (double trigger), severance includes 2x base salary, pro rata target bonus for year of termination, plus the greater of 100% target bonus or 100% annualized YTD performance bonus, 24 months of health benefits; time-based equity vests immediately; performance equity vests pro rata at target or based on to-date performance .
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“Good Reason” includes material reduction in base/target bonus, material diminution in role, or relocation >35 miles without consent; CoC definition includes >50.1% voting power change, sale of substantially all assets, liquidation, or certain mergers where pre-transaction holders own ≤50% post-close .
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Estimated payouts as of 12/31/2024 (illustrative):
| Scenario (Dec 31, 2024) | Severance Salary | Severance Bonus | Health/Other Benefits | Accelerated Unvested Equity | Total |
|---|---|---|---|---|---|
| Termination w/o Cause or Good Reason (non-CoC) | $1,102,158 | $688,583 | $42,980 | $384,023 | $2,217,744 |
| Termination in Connection with Change in Control | $1,102,158 | $1,235,077 | $42,980 | $1,178,411 | $3,558,625 |
- Clawbacks: Committee may claw back incentive comp for misconduct causing significant harm; SEC-compliant policy for restatement-related recovery (applies to Section 16 officers) .
- Tax gross-ups: Company does not provide excise tax gross-ups; pledging/hedging prohibited; no option repricing without shareholder approval .
Performance & Track Record
- Management/operational execution: Committee specifically cited Bell’s leadership of MCM, “outstanding performance,” and “record portfolio purchasing” in 2024; Bell received 105% of the funded KCP amount (i.e., above the adjusted company funding) .
- Company performance context (Pay vs Performance):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Value of $100) | $136 | $144 | $135 |
| Net Income (Millions) | $195 | ($206) | ($139) |
| ROIC | 11.7% | 7.0% | 7.5% |
These Company-level outcomes framed 2024 award decisions (including negative discretion) and align with the emphasis on ROIC and relative TSR in PSU design .
Compensation Peer Group (Benchmarking, pay inflation risk)
- Consultant: FW Cook advises the Compensation Committee and confirmed independence .
- 2024 peer group (unchanged vs 2023) used for pay benchmarking and program design:
| Peer Companies |
|---|
| Credit Acceptance Corporation; CSG Systems International, Inc.; CURO Group Holdings Corp.; Enova International, Inc.; ePlus Inc; FirstCash Holdings, Inc.; Green Dot Corporation; LendingTree; MoneyGram International, Inc.; Navient Corporation; Nelnet, Inc.; PRA Group, Inc.; PROG Holdings; Walker & Dunlop, Inc.; WEX; World Acceptance Corporation |
- Say-on-Pay: 98% approval at 2024 annual meeting .
Investment Implications
- Alignment and performance sensitivity: Bell’s incentive pay is directly tied to ROIC, relative TSR vs S&P SmallCap 600 Financials, and KCP metrics (EBITDA, customer experience, people), with 2024 negative discretion demonstrating shareholder alignment; Bell’s above-funded individual multiplier reflects substantive MCM outperformance under his leadership .
- Vesting/selling pressure: Time-based RSUs vest annually on March 9 (plus any off-cycle dates), and Bell realized value on 14,302 vested shares in 2024; concentrated vest dates plus open trading windows can create episodic liquidity, though ownership guidelines and anti-hedging/pledging policies temper risk .
- Retention and CoC economics: Separation Plan terms (2x base salary, pro rata bonuses, continued benefits, equity treatment) are competitive yet not excessive; CoC acceleration and cash components are meaningful but within typical small-cap financials ranges, supporting retention but creating potential transaction-related overhangs if a strategic event occurs .
- Governance signals: Strong say-on-pay (98%), no pledging/hedging, no excise tax gross-ups, and robust clawbacks reduce governance risk; reliance on FW Cook and stable peer group supports disciplined pay-setting .
- Execution risk/context: Company-level net income losses in 2023–2024 and only modest TSR in 2024 underscore the importance of the ROIC/TSR PSU structure to align payouts with durable value creation; Bell’s track record at MCM (record portfolio purchasing) is a positive execution indicator within a mixed macro/earnings backdrop .