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Lindsay Corby

Director at Enova InternationalEnova International
Board

About Lindsay Y. Corby

Lindsay Y. Corby (age 47) is an independent director at Enova International, Inc. (ENVA) since August 7, 2024, and serves on the Audit Committee as a designated “audit committee financial expert.” She is currently CFO of Chicago Trading Company; previously CFO of Byline Bancorp (2015–2022), principal at BXM Holdings (joined 2011), and held investment banking roles at Keefe, Bruyette & Woods and Merrill Lynch. Corby holds an M.S. in Accounting, B.B.A. in Accounting, and B.A. in Spanish from Southern Methodist University, is a CPA, and completed Kellogg Executive Education’s Women’s Senior Leadership Program .

Past Roles

OrganizationRoleTenureCommittees/Impact
Byline Bancorp, Inc.Chief Financial Officer2015–2022Led finance at a regulated bank; deep regulatory and financial reporting expertise .
BXM Holdings, Inc.PrincipalJoined 2011Recapitalization transactions; capital markets experience .
Keefe, Bruyette & WoodsInvestment BankingNot disclosedFinancial institutions advisory background .
Merrill LynchInvestment BankingNot disclosedCapital markets and transaction experience .

External Roles

OrganizationRoleTenureNotes
Chicago Trading CompanyChief Financial OfficerCurrentDerivatives/market-making finance leadership .
InnerWorkings, Inc. (NASDAQ: INWK)Director2018–2020Public company board experience .
QCR Holdings, Inc. (NASDAQ: QCRH)Director2012–2016Regional banking board experience .
SMU Cox School of Business Alumni BoardBoard MemberCurrentAlumni leadership .

Board Governance

  • Independence: The Board determined Corby is independent under NYSE rules; nine of ten directors are independent .
  • Committee assignments: Corby is a member of the Audit Committee and designated an “audit committee financial expert” (Item 407(d)(5)) .
  • Attendance and engagement: The Board met five times in 2024; each director attended at least 75% of Board and committee meetings and all directors attended the 2024 annual meeting .
  • Executive sessions: Independent directors hold executive sessions at least with each regular Board meeting; Lead Independent Director James A. Gray presides .
  • Shareholder support: In 2025, Corby received 20,154,130 “For” votes, 42,253 “Against,” and 2,229,971 broker non‑votes, reflecting strong shareholder backing .
CommitteeMembersChair
Audit CommitteeEllen Carnahan; Lindsay Y. Corby; William M. Goodyear; Mark P. McGowanEllen Carnahan .

Fixed Compensation

  • Director cash retainer: Non‑employee directors receive an annual cash retainer of $100,000; additional retainers: $30,000 for Lead Independent Director and Audit Chair; $25,000 for Compensation and Nominating & Corporate Governance Chairs (paid quarterly) .
  • 2024 actuals for Corby (prorated due to August appointment): Fees $14,946; Stock Awards $137,300; Total $152,246 .
NameFees Earned (USD)Stock Awards (USD)Total (USD)
Lindsay Y. Corby$14,946 $137,300 $152,246

Performance Compensation

  • Equity structure and vesting: Annual director RSUs granted at/effectively after annual meeting; first‑time appointees receive prorated RSUs. RSUs vest fully 12 months from grant; unvested RSUs accelerate upon change‑in‑control prior to termination of Board service .
  • Corby’s 2024 award details: Granted 1,537 RSUs on November 5, 2024; share count based on a $83.63 average price (last 45 trading days); ASC 718 fair value determined using $89.33 closing price on the trading day before grant; award value disclosed as $137,300; vests 12 months from grant .
Grant DateInstrumentShares/UnitsValuation BasisAccounting Fair ValueVestingCIC Treatment
Nov 5, 2024RSUs1,537 $83.63 average price (45-day) $89.33 closing price; $137,300 total Full vest at 12 months Unvested RSUs accelerate on change-in-control

Performance metrics (e.g., revenue/EBITDA/TSR) are not applied to director equity grants; vesting is time‑based only .

Other Directorships & Interlocks

CompanyRolePotential Interlock/Conflict
Chicago Trading CompanyCFOPrivate trading firm; no related‑party transactions disclosed; not a customer/supplier disclosed by ENVA .
InnerWorkings (2018–2020), QCR Holdings (2012–2016)DirectorHistorical service; no ENVA related‑party transactions disclosed .
  • Compensation Committee interlocks: None requiring Item 404 disclosure; 2024 Compensation Committee consisted of Feehan (Chair), Kaplan, Tebbe .

Expertise & Qualifications

  • Financial leadership: CFO roles in banking and trading, principal in recapitalization transactions .
  • Audit/financial reporting: Designated audit committee financial expert; CPA .
  • Regulatory literacy: Banking industry and regulatory experience .
  • Education: SMU (M.S. Accounting; B.B.A. Accounting; B.A. Spanish); Kellogg Executive Education .

Equity Ownership

ItemDetail
Beneficial ownership as of Mar 21, 20250 shares; less than 1% ownership .
Unvested RSUs outstanding (12/31/2024)1,537 RSUs .
Ownership guidelinesDirectors must hold 5× annual retainer; retain 50% of net shares until threshold met; Company states directors comply or are within timeframe to achieve thresholds .
Pledging/hedgingProhibited to pledge, hold in margin accounts, hedge, or use derivatives on Company stock .

Insider Trades

DateFilingTransactionNotes
Nov 5, 2024Form 4RSU grant reportedOne late Form 4 was filed for Lindsay Corby (RSU grant) per Section 16(a) disclosure .

Shareholder Voting Outcomes

ItemResult
2025 Director Election (Corby)For: 20,154,130; Against: 42,253; Broker Non‑Votes: 2,229,971 .
2024 Say‑on‑Pay88.8% approval of votes cast .
2025 Say‑on‑PayFor: 19,436,673; Against: 653,246; Abstain: 116,477; Broker Non‑Votes: 2,229,971 .

Governance Assessment

  • Strengths

    • Independent director with deep finance and regulatory background; designated audit committee financial expert—enhances Board oversight of reporting, controls, and risk, including cybersecurity .
    • Strong shareholder mandate: 2025 election support with 20.15M votes “For” vs 42K “Against” .
    • Clear director pay structure with significant equity component and stock ownership guidelines to foster alignment; hedging/pledging prohibited .
    • No related‑party transactions involving directors/executives since Jan 1, 2024 above the policy threshold .
  • Watch items / potential red flags

    • Filing timeliness: one late Form 4 for Corby’s RSU grant (process oversight) .
    • Alignment build‑up: beneficial ownership reported as zero as of March 21, 2025; RSUs unvested until Nov 2025; monitor progress toward ownership guidelines over time .
    • Change‑in‑control terms: automatic vesting of director RSUs on CIC—common practice but reduces performance contingency on equity .
  • Overall view

    • Corby’s audit expertise, independence, and strong shareholder support bolster investor confidence in ENVA’s governance. Continued monitoring of ownership guideline compliance and timely reporting will help maintain alignment and governance quality .