Steven Cunningham

About Steven Cunningham

Steven E. Cunningham is Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Enova International (ENVA), appointed on June 20, 2016 after senior finance, treasury and risk leadership roles at Discover Financial Services, Harley-Davidson Financial Services, Capital One, and earlier experience as a bank regulator with the FDIC . He holds a BS in Corporate Finance and Investment Management (University of Alabama), an MBA (George Washington University), and is a Chartered Financial Analyst (CFA) . Company performance under the current compensation framework has trended positively: 2024 revenue $2,658M (+vs 2023 and 2022), Adjusted EBITDA $657M, and Adjusted EPS $9.15 (above-target results driving over-target STI payouts) ; ENVA’s “Pay vs Performance” table shows value of a $100 investment growing to $511 by 2024 vs $177 for the peer index, indicating strong TSR through this period . At appointment, Mr. Cunningham was 47 years old (June 20, 2016) .

Past Roles

External Roles

No public company directorships or external roles were disclosed for Mr. Cunningham in the ENVA proxy statements reviewed .

Fixed Compensation

• Base salary trajectory and current target bonus level:

• Three-year Summary Compensation Table (SCT) – Steven Cunningham:

Performance Compensation

• Short-Term Incentive (STI) design and outcomes:
  • Metrics and weightings: Revenue, Adjusted EBITDA, Adjusted EPS (equal weight); discretionary component addresses compliance/training, customer satisfaction, values/diversity objectives .
  • 2024 outcomes: Above-target on all three financial measures; Senior Executive Bonus Plan average payout 143% of target; overall STI payouts for executives approved at 132.2% of target .

• Long-Term Incentive (LTI) structure and 2024 grants:
  • Mix: ~50% RSUs (time-based), ~50% stock options (granted quarterly to temper price volatility), options vest 1/3 annually, expire in 7 years; RSUs vest 1/4 annually .

• 2024 equity realizations (selling pressure indicator):

Vesting cadence: RSUs vest 25% annually on grant anniversaries; options vest 1/3 annually; options expire seven years from grant, creating periodic windows for exercises/sales .

Equity Ownership & Alignment

• Beneficial ownership and pledging:

• Unvested equity and exercisable/unexercisable options (12/31/2024):

• Stock ownership policy and compliance:
  • Guidelines: CEO 5x base; other executive officers 3x base; must retain 50% of net shares until threshold met. Executives and directors currently comply or are within the timeframe to meet thresholds .

Employment Terms

• Appointment and initial package (2016): Hired as EVP & CFO effective June 20, 2016; base salary $435,000; target bonus 70% of salary (prorated, not less than target for 2016), new-hire RSUs valued at $750,000 (25% annual vest over 4 years), cash sign-on $525,000 paid in thirds, and LTI target 200% of salary beginning with 2017 awards .
• Current severance and change-in-control (CIC) framework:
  • CIC Agreements (auto-renew; double-trigger): If terminated without cause or resigns for good reason within 12 months post-CIC, executives receive: accrued comp, pro rata target bonus, 1x base salary (CFO-level) and 1x annual target bonus, immediate vesting of stock-based awards, 12 months of continued medical coverage, and up to $25,000 outplacement (CFO-level) .
  • 2024 “Potential Payments Upon Termination” (illustrative values):
    • Involuntary termination (no CIC): $601,781 severance (12 months’ base), $39,337 continued health benefits; total $641,118 .
    • Involuntary termination/Good Reason post-CIC: $1,201,934 cash (1x base + 1x target bonus), $600,153 target STI, $10,660,546 accelerated value of unvested RSUs/options, $39,337 benefits, $25,000 outplacement; total $12,526,970 .
• Clawbacks: Company-wide incentive compensation recovery policy adopted Nov 2023 in line with SEC/NYSE; LTIP and Senior Executive Bonus Plan contain clawback provisions tied to material restatements .

Performance & Track Record

• Pay-for-performance alignment and company outcomes:

• 2024 STI metrics above-target drove 132% of target payouts for Cunningham (and 132.2% overall), reinforcing linkage to revenue/EBITDA/EPS performance .

Compensation Structure Analysis

• Mix and leverage:
  • Increased LTI target to 350% of base for 2025 from 325% in 2024 (50% RSUs/50% options quarterly), raising equity-at-risk exposure and retention hooks .
  • STI target maintained at 100% of base with equal weighting across financial metrics; discretionary plan focused on compliance, customer satisfaction, and values/diversity .
• Design integrity:
  • Double-trigger CIC and robust clawbacks reduce shareholder risk; no pledging reported for executives, aligning with good governance .

Equity Ownership & Alignment (Summary)

• Ownership: 228,826 shares beneficially owned (<1% of shares outstanding 25,612,639); includes 149,272 options exercisable within 60 days; no shares pledged .
• Unvested equity: Significant unvested RSUs and options through 2031; 2024 acceleration value (illustrative) $10.66M under CIC termination .
• Ownership policy: 3x base salary guideline for executive officers; retention of 50% net shares until met; executives/directors compliant or on track .

Employment Terms (Key Economics)

Investment Implications

• Strong alignment with performance: STI metrics directly tied to revenue, Adjusted EBITDA, and Adjusted EPS with above-target outcomes in 2024; LTI tilted to options plus RSUs, increasing sensitivity to share price performance and creating ongoing vesting/exercise windows that may coincide with insider selling around anniversaries and seven-year option expirations .
• Retention vs. overhang: Elevated unvested equity and a double-trigger CIC package (illustrative $12.5M at 12/31/24) support retention; acceleration provisions could create a sizable equity overhang in change-in-control scenarios .
• Ownership quality: No pledging; stock ownership guidelines (3x base) and retention rules support long-term alignment; beneficial ownership <1% limits absolute “skin in the game,” but ongoing option/RSU exposure remains material .
• Trading signals: 2024 exercises (74,945 options; $3.84M value realized) and RSU vesting (40,082 shares; $2.21M value) suggest periodic liquidity events; watch Form 4 filings around quarterly option grants and February RSU anniversaries for near-term selling pressure .

Sources: ENVA DEF 14A (2025) ; ENVA DEF 14A (2024) ; ENVA DEF 14A (2023) ; ENVA 8-K (Appoints New CFO, 2016-06-20) .