Sean Rahilly - General Counsel and Chief Compliance Officer | Enova International (ENVA) Executive Profile & Compensation

About Sean Rahilly

General Counsel and Chief Compliance Officer at Enova since June 2018; joined Enova in October 2013 as Chief Compliance Officer. Age 51 as of December 31, 2024. Education: B.S. in Accountancy and J.D., both from DePaul University (College of Commerce and College of Law). Company performance during his tenure shows revenue rising from $2,118 million in 2023 to $2,658 million in 2024, adjusted EBITDA from $503.0 million to $657.1 million, adjusted EPS from $6.85 to $9.15, and a $100 investment in ENVA worth $511 in 2024 per TSR disclosure .

Past Roles

Organization	Role	Years	Strategic Impact
Enova International	Chief Compliance Officer	Oct 2013–Jun 2018	Legal and compliance leadership
Enova International	General Counsel & Chief Compliance Officer	Jun 2018–Present	Legal and compliance leadership

External Roles

Organization	Role	Years	Strategic Impact
First American Bank	Assistant General Counsel & Compliance Officer	Sep 2006–Sep 2013	Bank legal and compliance
First American Bank	Vice President—CRA & Compliance Officer	Jan 2006–Sep 2006	CRA and compliance oversight
First American Bank	Vice President—Compliance Manager	Nov 2003–Jan 2006	Compliance management
First American Bank	Assistant Vice President—Compliance & CRA	Jul 2002–Nov 2003	Compliance and CRA
Law Offices of Victor J. Cacciatore	Attorney	Prior to joining First American Bank (dates not specified)	Legal practice
Schiff Hardin & Waite	Project Assistant	Prior to joining First American Bank (dates not specified)	Legal support
Pullman Bank and Trust Company	Various roles	Prior to joining First American Bank (dates not specified)	Banking roles

Fixed Compensation

Metric	FY 2023	FY 2024	FY 2025
Base Salary ($)	$431,064	$452,617	$479,774
STI Target (% of Base)	75%	75%	75%
Actual STI Paid ($)	$317,453 (Senior: $212,161; Discretionary: $105,292)	$491,537 (Senior: $362,362; Discretionary: $129,175)	—

Performance Compensation

Metric	Weighting	Threshold	Target	Maximum	Actual	Payout %
Revenue ($)	33.3%	$2,239.4m	$2,488.2m	$2,985.9m	$2,657.8m	144.3%
Adjusted EBITDA ($)	33.3%	$475.7m	$594.7m	$832.5m	$657.1m	134.1%
Adjusted EPS ($)	33.3%	$6.34	$7.92	$11.09	$9.15	150.5%
STI Payout (Senior Plan avg)	—	—	—	—	—	143.0% average
Discretionary Plan (Rahilly)	25% of STI	—	Target $84,490	—	Paid $129,175	Above target

Vesting:

RSUs: 25% annually on each anniversary of grant date .
Options: 33% annually on each anniversary; 7-year expiration .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership	136,947 shares as of Mar 21, 2025; includes 72,283 options exercisable within 60 days; <1% of shares outstanding (25,612,639)
Pledging/Margins/Hedging	Insider Trading Policy prohibits pledges, margin accounts, hedging and derivatives; report notes none of reported shares are pledged
Stock Ownership Guidelines	3× base salary for other executive officers; retain 50% of net shares until threshold; executives comply or are within timeline
2024 Option Exercises	27,158 shares exercised; value realized $1,600,587
2024 RSU Vesting	13,030 shares vested; value realized $719,933

Unvested RSUs (as of Dec 31, 2024):

Grant Date	Unvested RSUs (#)	Market Value ($)
Feb 9, 2021	3,032	$290,708
Mar 1, 2021	3,032	$290,708
Feb 8, 2022	3,802	$364,536
Feb 8, 2023	5,901	$565,788
Feb 6, 2024	35,532	$3,406,808

2024 Grants (Rahilly):

Award Type	Grant Date	Quantity	Exercise Price	Grant-Date Fair Value ($)
RSUs	Feb 6, 2024	35,532	—	$1,920,149
Options	Feb 6, 2024	3,595	$54.04	$100,301
Options	May 8, 2024	3,092	$62.60	$100,243
Options	Aug 7, 2024	2,874	$76.47	$111,799
Options	Nov 5, 2024	2,547	$89.33	$99,435

Outstanding Options by grant (as of Dec 31, 2024):

Grant Date	Exercisable (#)	Unexercisable (#)	Exercise Price	Expiration
Feb 12, 2019	15,278	—	$23.96	Feb 12, 2026
Feb 11, 2020	27,879	—	$20.73	Feb 11, 2027
Aug 3, 2021	3,003	1,501	$31.98	Aug 3, 2028
Nov 4, 2021	3,054	1,526	$35.75	Nov 4, 2028
Feb 8, 2022	2,629	1,314	$45.00	Feb 8, 2029
May 10, 2022	2,764	1,381	$32.64	May 10, 2029
Aug 2, 2022	3,300	1,650	$33.64	Aug 2, 2029
Nov 3, 2022	3,035	1,517	$37.53	Nov 3, 2029
Feb 8, 2023	1,278	2,556	$52.41	Feb 8, 2030
May 10, 2023	1,180	2,359	$42.63	May 10, 2030
Aug 2, 2023	987	1,974	$55.22	Aug 2, 2030
Nov 2, 2023	1,078	2,156	$41.49	Nov 2, 2030
Feb 6, 2024	—	3,595	$54.04	Feb 6, 2031
May 8, 2024	—	3,092	$62.60	May 8, 2031
Aug 7, 2024	—	2,874	$76.47	Aug 7, 2031
Nov 5, 2024	—	2,547	$89.33	Nov 5, 2031

Deferred Compensation and SERP:

Plan	Exec Contributions (2024, $)	Company Contributions (2024, $)	Aggregate Earnings (2024, $)	Balance at 12/31/2024 ($)
Enova NQSP	$25,355	$14,790	$61,161	$518,049
Enova SERP	—	$69,082	$74,740	$666,685

Perquisites and Tax Gross-ups (2024):

Supplemental health/insurance benefits: $16,041 .
Perquisites and other: $6,345, includes parking and matching 401(k); tax gross-up $732 .

Employment Terms

Provision	Detail
Severance (non-CIC)	Severance Pay Plan grants 9–24 months of base salary depending on tenure (12–24 months for CEO; executives 9–24 months). Continued medical benefits during applicable period; payout of accrued PTO .
CIC Agreements (non-CEO execs)	If terminated without cause or resign with good reason within 12 months post-CIC: lump sum of base salary (1× higher of termination or CIC date), lump sum of annual bonus (1× higher of target for year or actual prior-year bonus), pro-rated target bonus, immediate vesting of cash and equity LTI awards, 12 months medical benefits, up to $25,000 outplacement .
Non-compete / Non-solicit	Confidentiality, non-disclosure, non-solicit, and non-compete for 12 months post-termination for non-CEO executives; applies to competing services within defined territory .
Clawbacks	SEC/NYSE-compliant incentive compensation recovery policy adopted Nov 2023; LTIP and STI plans include clawbacks for material restatements .
Insider Policy	Prohibits pledges, margin accounts, short sales, options, and hedging .

Change-in-Control Economics (as of Dec 31, 2024 – illustrative amounts):

Component	Amount ($)
Severance (base + bonus)	$790,578 (base)
Pro-rated target STI	$337,961
Accelerated vesting (RSUs/options intrinsic value)	$6,211,661
Health benefits	$39,246
Accrued PTO	$31,335
Outplacement	$25,000
Total	$7,435,781

Investment Implications

Alignment and retention: Significant unvested RSUs/options with multi-year vesting and 12-month non-compete support retention; CIC terms provide meaningful protection but with double-trigger vesting and 1× base/bonus, limiting windfall risk for non-CEO execs .
Performance-linked pay: STI tied equally to revenue, adjusted EBITDA, and adjusted EPS with above-target 2024 operational outcomes; Rahilly’s discretionary bonus was above target in 2023 and 2024, highlighting compliance and training execution focus .
Insider selling pressure: 2024 realized value from option exercises ($1.6m) and RSU vesting ($0.72m) indicates periodic liquidity events; combined with quarterly option grants, monitor Form 4s around vest dates for supply dynamics .
Governance risk mitigants: Strong clawback and hedging/pledging prohibitions; stock ownership guidelines (3× salary) and compliance/timeline disclosure reduce misalignment risk .
Company context: 2024 YoY step-up in revenue, adjusted EBITDA, and adjusted EPS, and a robust TSR profile enhance pay-for-performance narrative; historical regulatory settlement in 2023 (CFPB penalty) is a compliance overhang to continue monitoring under Rahilly’s remit .
Shareholder sentiment: Say-on-pay support at 88.8% for 2023 compensation suggests investor acceptance of pay design; continued linkage to performance will be scrutinized if macro credit conditions tighten .