David Fisher
Enova InternationalAbout David Fisher
David Fisher, 55, is ENVA’s Chief Executive Officer (since January 29, 2013), a director (since February 11, 2013), and Chairman of the Board (since October 14, 2014). He holds a B.S. in Finance from the University of Illinois and a J.D. from Northwestern University School of Law . In 2024, ENVA delivered Revenue of $2,658 million, Adjusted EBITDA of $657.1 million, and Adjusted EPS of $9.15; the CEO’s short-term incentive (STI) paid above target reflecting strong performance (Senior Executive Bonus portion averaged 143% of target; total CEO STI payout was 132% of target) . Fisher is an executive (non‑independent) director; the Board has a Lead Independent Director to mitigate the combined CEO/Chair structure (nine of ten directors are independent) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| optionsXpress Holdings, Inc. | Chief Executive Officer | Oct 2007 – Sep 2011 | Led online brokerage; business sold to Charles Schwab (he then served as President until Mar 2012) . |
| optionsXpress Holdings, Inc. | President | Mar 2007 – Oct 2007; Sep 2011 – Mar 2012 | Operating leadership pre- and post-acquisition . |
| optionsXpress Holdings, Inc. | Chief Financial Officer | Aug 2004 – Mar 2007 | Built finance function during scaling phase . |
| Potbelly Sandwich Works | Chief Financial Officer | Feb 2001 – Jul 2004 | Growth-stage restaurant finance leadership . |
| Prism Financial Corporation | Chief Financial Officer and General Counsel | Not disclosed | Dual finance/legal leadership for consumer finance lender . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| GoHealth, Inc. | Director | Current | Current public company board service . |
| Meridian International | Director | Current | Non-profit/education/cultural institution board role . |
| Friss fraudebestrijding | Director | Current | Private/industry role (fraud management) . |
| Fathom Digital Manufacturing Corp. | Director | Prior | Prior public company board . |
| optionsXpress; CBOE Holdings, Inc.; InnerWorkings, Inc.; GrubHub, Inc.; Just Eat Takeaway.com N.V. | Director | Prior | Multiple prior public boards; governance and fintech/market structure exposure . |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (effective Feb 2, 2025) | Notes |
|---|---|---|---|---|
| Base Salary ($) | 960,000 | 995,000 | 1,035,000 | 3.6% raise in 2024; 4.0% raise for 2025 . |
| SERP contribution target (% of salary + target STI) | — | 10.5% | — | Fully vested in SERP/401(k) . |
| Other benefits/perqs | — | See below | — | Supplemental insurance; parking; small tax gross-up ($7,619) . |
Summary Compensation (CEO)
| Year | Salary ($) | Bonus – Discretionary Plan ($) | Stock Awards RSU ($) | Option Awards ($) | Non-Equity Incentive (Senior Exec Bonus) ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 990,962 | 347,112 | 3,400,899 | 3,491,664 | 1,488,694 | 327,733 | 10,047,064 |
| 2023 | 956,651 | 295,541 | 4,133,472 | 3,362,440 | 820,359 | 330,483 | 9,898,946 |
| 2022 | 925,787 | 301,125 | 3,414,420 | 3,271,536 | 1,084,052 | 305,094 | 9,302,014 |
Performance Compensation
STI design and outcomes (CEO)
| Item | 2024 | 2025 (target design) |
|---|---|---|
| STI target (% of base) | 140% (up from 130% in 2023) | 150% (raised for 2025) |
| Structure | Senior Executive Bonus Plan (75%) + Discretionary Plan (25%); equal weight on Revenue, Adjusted EBITDA, Adjusted EPS; qualitative objectives for E&C, training, CSAT, values/DEI . | Same 3 financial objectives (equal weight); similar discretionary objectives . |
| Performance vs targets | Revenue $2,657.8m vs $2,488.2m → 144.3% payout; Adj. EBITDA $657.1m vs $594.7m → 134.1%; Adj. EPS $9.15 vs $7.92 → 150.5%; average Senior Plan payout 143.0% . | Not disclosed (2025 cycle set) . |
| CEO 2024 STI payout | Senior Plan: $1,488,694; Discretionary: $347,112; Total STI: $1,835,806 (≈132% of target) . | — |
2024 STI metrics – thresholds and outcomes
| Metric | Threshold | Target | Maximum | Actual | Payout % of target |
|---|---|---|---|---|---|
| Revenue ($m) | 2,239.4 | 2,488.2 | 2,985.9 | 2,657.8 | 144.3% |
| Adjusted EBITDA ($m) | 475.7 | 594.7 | 832.5 | 657.1 | 134.1% |
| Adjusted EPS ($) | 6.34 | 7.92 | 11.09 | 9.15 | 150.5% |
LTI – grants, vesting, and cadence (CEO)
- Mix/vehicles: ~50% time-based RSUs + ~50% nonqualified stock options; options are granted quarterly to temper price volatility .
- Vesting: RSUs vest 25% annually over 4 years; options vest one-third annually over 3 years; options have 7-year term .
- 2024 grant sizing: RSUs 62,933 and options 102,670; grant-date fair value $6,892,563 (≈693% of salary; target LTI 675%) .
- 2025 target LTI: increased to 730% of salary (50% RSUs / 50% options quarterly) .
2024 CEO LTI grant details
| Grant date | RSUs (#) | Options (#) | Exercise price ($) | Grant-date fair value ($) |
|---|---|---|---|---|
| 2/6/2024 | 62,933 | 30,484 | 54.04 | RSU: 3,400,899; Opt: 850,504 |
| 5/8/2024 | — | 26,219 | 62.60 | 850,020 |
| 8/7/2024 | — | 24,369 | 76.47 | 947,954 |
| 11/5/2024 | — | 21,598 | 89.33 | 843,186 |
Additional safeguards on grant timing
- Company pre-schedules equity grant dates and provided transparency on two 2024 option grants occurring near ordinary-course financing/share repurchase disclosures; observed post-disclosure price changes were modest (0.5% and 4.5%), mitigating spring-loading concerns .
Equity Ownership & Alignment
Beneficial ownership and alignment
| Holder | Shares beneficially owned | % of Class | Notes |
|---|---|---|---|
| David Fisher (CEO/Chair) | 962,616 | 3.6% | Includes 722,137 options exercisable within 60 days; no shares pledged; sole voting/investment power unless noted . |
| Stock ownership guidelines | CEO: 5x base salary | — | Executives comply or are within timeline; retention of 50% net shares until compliant . |
| Hedging/pledging policy | Prohibited | — | No hedging, no pledging, no margin accounts . |
Unvested RSUs outstanding (12/31/2024) – CEO
| Grant | Unvested RSUs (#) | Market value at $95.88/sh ($) |
|---|---|---|
| 2/9/2021 | 28,583 | 2,740,538 |
| 3/1/2021 | 28,583 | 2,740,538 |
| 2/8/2022 | 37,938 | 3,637,495 |
| 2/8/2023 | 59,151 | 5,671,398 |
| 2/6/2024 | 62,933 | 6,034,016 |
| Total | 217,188 | ~20,824,0xx (sum of above) |
Option exercises and stock vesting (2024) – CEO
| Item | Shares | Value realized ($) |
|---|---|---|
| Options exercised | 303,985 | 12,375,533 |
| RSUs vested | 124,348 | 6,868,763 |
Deferred compensation and SERP (2024) – CEO
| Plan | Executive contributions ($) | Company contributions ($) | 2024 earnings ($) | 12/31/2024 balance ($) |
|---|---|---|---|---|
| NQSP | 105,712 | 61,665 | 135,245 | 1,589,743 |
| SERP | — | 221,221 | 431,862 | 3,064,995 |
Insider selling pressure considerations
- Large annual vesting cadence (RSUs vest 25% per year across 2021–2024 grants) plus multiple in-the-money option lots (e.g., exercise prices from $20.73–$89.33 vs $95.88 YE price) may create periodic liquidity events; CEO realized $12.4m from option exercises in 2024. Company prohibits hedging/pledging, and ownership guidelines require significant stock retention, partially offsetting sell pressure .
Employment Terms
Severance (non‑CIC) – Executive Severance Plan
| Years of service | CEO cash severance | Benefits | Notes |
|---|---|---|---|
| 1–<5 | 12 months salary | Continued medical benefits (COBRA share + supplemental), payout of accrued PTO | Discretionary adjustments possible . |
| 5–<10 | 18 months salary | Same as above | — |
| 10–<15 | 24 months salary | Same as above | — |
| 15+ | 24 months salary | Same as above | — |
Change‑in‑Control (double trigger) – CEO (within 12 months post‑CIC upon termination without cause/for good reason)
- Cash: (i) pro‑rated target bonus for year of termination; (ii) 2x base salary (higher of termination‑date or CIC‑date rate); (iii) 2x the greater of target bonus for the year or prior‑year actual bonus; plus accrued salary/PTO .
- Equity/LTI: Immediate vesting of unvested cash- and equity‑based LTI; performance equity vests at maximum .
- Benefits: Continued medical coverage support for 24 months (combination of COBRA reimbursements and lump-sum supplemental amounts) .
- Outplacement: Up to $50,000 .
- Restrictive covenants: Confidentiality, non‑solicit, and non‑compete; non‑compete applies during employment and 24 months post‑termination for CEO; geographic/product scope tied to Company markets .
- Clawback: 2023 policy (SEC/NYSE‑compliant) plus plan‑level clawbacks for LTIP and STI upon restatement .
Board Governance
- Roles: Fisher is CEO and Chairman; Board has appointed James A. Gray as Lead Independent Director with defined responsibilities (e.g., preside over executive sessions, set agendas, liaise with management) .
- Independence: 9 of 10 directors are independent (Fisher is the sole non‑independent) .
- Committees:
- Audit (Chair: Ellen Carnahan; financial experts identified),
- Management Development & Compensation (Chair: Daniel R. Feehan),
- Nominating & Corporate Governance (Chair: Linda Johnson Rice). Fisher does not serve on committees .
- Executive sessions: Independent directors meet in executive session at least alongside each regular meeting .
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024; Board held five meetings in 2024 .
- Director pay: Employee directors receive no additional compensation for Board service (Fisher excluded from director comp table) .
Director Compensation (context for dual-role analysis)
| Element | Amount |
|---|---|
| Standard non‑employee director annual cash retainer | $100,000 |
| Lead Independent Director and Audit Chair additional retainer | $30,000 each |
| Compensation and Nominating Chairs additional retainer | $25,000 each |
| Annual RSU grant | $170,000 value (12‑mo vest); pro‑rated for off‑cycle appointees |
Compensation Peer Group and Say‑on‑Pay
- Peer group: Bread Financial, Envestnet, Euronet, Fair Isaac, FirstCash, Green Dot, Jack Henry, LendingClub, LendingTree, Morningstar, Navient, Nelnet, OneMain, PROG, SoFi, TransUnion; additions for 2025: NCR Atleos, Western Union .
- Positioning: Base, STI, and LTI generally targeted at 50th–75th percentile, skewing toward 75th for sustained superior performance .
- Say‑on‑Pay 2024: 88.8% approval on 2023 NEO compensation .
Equity Award Policies and Risk
- Grant timing: Regularly scheduled meetings (predetermined), annual RSUs in February post‑earnings, options quarterly; disclosures indicate no MNPI-driven timing .
- Risk assessment: Comp Committee determined programs are not reasonably likely to encourage excessive risk; prohibition on hedging and compensation recovery policy in force .
Performance & Track Record
- 2024 operational performance met/exceeded STI targets on all three financial metrics; qualitative objectives achieved at target for CEO .
- Pay-for-performance alignment: Significant at‑risk pay via STI and LTI; however, long‑term equity remains primarily time‑vested (RSUs/options), with no PSU metrics—an area of prior shareholder feedback acknowledged by the Committee .
Investment Implications
- Alignment: Fisher owns ~3.6% beneficially and is subject to 5x salary ownership guidelines and anti‑hedging/pledging policy; this aligns interests, while significant unvested RSUs and in‑the‑money options create continued equity exposure .
- Retention vs. Overhang: Multi‑year RSU and option vesting schedules (through 2028/2031) plus a robust non‑compete support retention; conversely, ongoing vesting and option exercises (303,985 shares exercised in 2024) suggest periodic sell‑side flow potential, though retention requirements and policies mitigate some pressure .
- Pay structure: Cash-to-equity mix leans heavily to equity; 2025 increases to CEO STI (150%) and LTI target (730% of salary) further emphasize performance‑linked pay, albeit with time‑based vehicles rather than PSUs—investors seeking tighter performance linkage may view absence of PSUs as a relative governance gap .
- CIC economics: Double-trigger with 2x salary and 2x bonus plus full equity acceleration at max for performance awards is shareholder-unfriendly relative to best practice (capped or pro‑rated PSU vesting), but the presence of a Lead Independent Director and strong independent majority helps offset governance risks of a combined CEO/Chair .
- Shareholder sentiment: 88.8% Say‑on‑Pay support in 2024 reflects broad approval; peer benchmarking targets at the 50th–75th percentile (skew higher for superior performance) indicate manageable pay inflation risk if results continue .
Note: All data sourced from ENVA’s 2025 DEF 14A unless otherwise stated. Citations: .