Ellen Carnahan

About Ellen Carnahan

Independent director since May 19, 2015; age 69. Audit Committee Chair and identified as an audit committee financial expert. Background includes Principal at Machrie Enterprises; 18 years as co‑manager and lead technology investor at William Blair Capital Partners; VP of Marketing at SPSS; non‑practicing CPA; salutatorian at University of Notre Dame and MBA with honors from University of Chicago. Current external directorship: The Jackson National Life Funds; prior public company directorship: Paylocity Holding Corporation (Nasdaq: PCTY) until August 31, 2023 .

Past Roles

External Roles

Board Governance

• Committee assignments (2025): Audit Committee (Chair: Ellen Carnahan; members: Lindsay Y. Corby, William M. Goodyear, Mark P. McGowan); Management Development & Compensation Committee (Chair: Daniel R. Feehan; members: Gregg A. Kaplan, Mark A. Tebbe); Nominating & Corporate Governance Committee (Chair: Linda Johnson Rice; members: Daniel R. Feehan, James A. Gray) .
• Independence: Board determined Carnahan is independent under NYSE standards; all Audit and Compensation Committee members meet heightened NYSE/SEC independence standards .
• Attendance/engagement: Board held five meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting. Executive sessions of independent directors are held at least in conjunction with each regular Board meeting; Lead Independent Director presides (James A. Gray) .
• Audit Committee activity: Met five times in 2024; oversees financial reporting, internal controls, auditor independence and compliance/cybersecurity risk; Carnahan signed the Audit Committee Report recommending inclusion of audited financials in the 2024 Form 10‑K and reappointing Deloitte for 2025 .

Fixed Compensation

• Policy (2024): Non‑employee directors earn an annual cash retainer of $100,000; additional annual retainer of $30,000 to the Lead Independent Director and Audit Committee Chair; $25,000 to the Compensation and Nominating Committee Chairs. Paid quarterly in cash .
• Prior policy (2023): Annual cash retainer $75,000; $25,000 additional to Audit/Comp Chairs and Lead Independent Director; $10,000 to Nominating Chair .

Notes:

• Cash fees reflect actual service timing against policy changes by year (differences vs policy rates likely due to mid‑year role timing/proration) .

Performance Compensation

• Annual equity grants (RSUs) to non‑employee directors; time‑based vesting over 12 months; unvested RSUs automatically vest upon change‑in‑control prior to termination of Board service. RSUs convert into common stock shortly after vesting; grant size determined by average closing price over the last 45 trading days before grant .

Other Directorships & Interlocks

• Current public company boards: None disclosed for Carnahan (Paylocity directorship ended Aug 31, 2023) .
• Compensation Committee interlocks: None—no relationships requiring disclosure under Item 404; no executive officer served on another entity’s compensation committee where an officer served on ENVA’s Committee .
• Related person transactions: None since Jan 1, 2024 above $120,000; policy requires independent review/approval and excludes pledging/margin activity benefits .

Expertise & Qualifications

• Financial expertise: Identified as audit committee financial expert; meets NYSE financial sophistication .
• Education: University of Notre Dame (salutatorian); University of Chicago MBA (with honors); non‑practicing CPA .
• Industry experience: Venture capital (tech focus), financial services operations, analytics software (SPSS); board governance across public/private tech companies .

Equity Ownership

• Stock ownership guidelines: Directors must own at least 5× annual retainer; until met, must retain 50% of net shares from equity awards; directors are compliant or within the timeframe .
• Insider trading policy: Prohibits short sales, market options/derivatives, margin accounts, pledging, and hedging/monetization transactions .

Say‑on‑Pay & Shareholder Feedback

• Director election vote detail (Carnahan): For 20,073,395; Against 122,834; Broker non‑votes 2,229,971 .

Additional Governance Signals

• Executive sessions held with each regular Board meeting; Lead Independent Director presides .
• Committee charters emphasize risk oversight: Audit (enterprise, regulatory, cybersecurity), Compensation (compensation risk), Nominating/Corporate Governance (independence, ESG oversight, related person transactions) .
• Auditor oversight: Audit Committee reappointed Deloitte for FY2025; reviews independence and scope .

Governance Assessment

• Strengths: Independent director; Audit Committee Chair and financial expert; strong finance/technology background; consistent meeting attendance; robust anti‑hedging/pledging policy; stock ownership guidelines in place; no related‑party transactions disclosed since Jan 1, 2024; solid shareholder support on say‑on‑pay and director election .
• Alignment: Mix of cash retainer and time‑based RSUs that vest annually; beneficial ownership with additional trust holdings; no pledging/margin use .
• Watch items: Automatic vesting of unvested director RSUs upon change‑in‑control—common but can be viewed as less performance‑linked for directors; ensure continued adherence to ownership guideline thresholds and independence standards .

Appendix: Director Compensation Detail (FY2024)

• Equity grant terms: 2,754 RSUs valued at $61.71 per share; vest in 12 months; unvested RSUs accelerate on change‑in‑control before Board departure .