Marthea Davis

About Marthea Davis

Marthea Davis (age 46) is an independent crisis and corporate communications advisor with Macgregor Strategies, elected to FirstCash Holdings, Inc.’s Board in June 2022; she is nominated for a new three-year term beginning in 2025. She holds a degree from Howard University and brings over 20 years of experience in public relations, strategic communications, government affairs, and crisis management .

Past Roles

Organization	Role	Tenure	Committees/Impact
Macgregor Strategies	Independent crisis and corporate communications advisor	Current	Advises on crisis/corporate communications
TrailRunner International	Director	2020–2024	Strategic communications leadership
EnerGeo Alliance	Strategic communications director	2019–2020	Sector communications (energy)
Houston First Corporation	Managed corporate communications	2017–2019	Oversight of convention, arts, entertainment venues

External Roles

Category	Role/Entity	Notes
Public company boards	None disclosed	No other public directorships for Davis in the proxy
Non-profit/academic/private boards	Not disclosed	No external board positions disclosed for Davis

Board Governance

Committee assignments: Member, Nominating and Corporate Governance Committee; not an Audit or Compensation Committee member .
Independence: The Board has determined Davis is independent; all committee members are independent under Nasdaq and SEC rules .
Chair roles: None for Davis (current chairs: Audit—Daniel E. Berce; Compensation—James H. Graves; Nominating—Randel G. Owen; Lead Independent Director—Mikel D. Faulkner) .
Attendance and engagement: In 2024, each director attended at least 75% of Board meetings; committee members attended at least 75% of their committee meetings; Board held four meetings; Audit (4), Compensation (3), Nominating (1). Independent directors meet in executive session after regularly scheduled Board meetings .
Majority Voting Policy: Uncontested nominees receiving more “WITHHOLD” than “FOR” must tender resignation for Nominating Committee consideration; Board will disclose decision within 90 days .

Fixed Compensation

Metric	2024
Annual cash retainer	$100,000 (paid quarterly)
Committee membership fees	None (no meeting fees)
Committee chair fees (if applicable)	$0 for Davis; chair fees are $25,000 (Audit), $20,000 (Compensation), $15,000 (Nominating), and $25,000 (Lead Independent Director), paid quarterly
Reimbursement of expenses	Reasonable expenses reimbursed; no meeting fees

2025 director cash and stock-based compensation expected to remain materially consistent with 2024 .

Performance Compensation

Grant date	Award type	Shares	Grant-date fair value	Vesting	Performance metrics
Jan 31, 2024	Restricted stock (time-based)	1,213	$139,216	Fully vested Dec 31, 2024	None (director equity is time-based)

Non-employee director equity is time-based; no performance metrics are tied to director compensation .

Other Directorships & Interlocks

Item	Disclosure
Compensation Committee Interlocks	The 2024 Compensation Committee (Berce, Faulkner, Graves) had no interlocks requiring disclosure; Davis is not on this committee
Interlocks involving Davis	None disclosed

Expertise & Qualifications

20+ years across public relations, strategic communications, government affairs, crisis management; sectors include civil rights, cryptocurrency, education, legal, technology, energy .
Board brings Davis for communications/government relations expertise—areas of increasing importance given regulatory and media environment .
Education: Howard University .

Equity Ownership

As of Apr 17, 2025	Direct shares	Restricted shares vesting within 60 days (retirement-trigger)	Total beneficial shares	Ownership % of outstanding	Pledged shares	Hedging/derivatives
Marthea Davis	3,511	526 (pro rata RS awards that would vest upon retirement)	4,037	<1%	None disclosed for Davis	Prohibited under insider trading policy

Director stock ownership guidelines: 5x annual cash retainer (includes non-vested restricted stock awards); five-year accumulation period; directors who have not met must retain vested awards until compliant. As of Apr 17, 2025, all non-employee directors have met the guideline or have additional time to comply .

Governance Assessment

Positive signals: Independent director; active on Nominating & Corporate Governance Committee; Board/committee attendance ≥75%; director pay mix balances $100k cash and annual equity aligned to stock price; ownership guidelines enforce alignment; robust majority voting policy; regular independent executive sessions; strong say-on-pay support (97% in 2024) .
Conflicts/related-party exposure: No related-party transactions involving Davis disclosed; company’s notable RPTs centered on repurchases from AFF Services, Inc., controlled by former director Douglas R. Rippel, at discounts to prevailing averages—Board/Audit oversight applies .
Risk indicators: Anti-hedging policy in place; pledging permitted case-by-case—specifically allowed for CEO and CFO (13% and 3% of value, respectively) with capacity to repay without resorting to pledged shares; no pledging disclosed for Davis .
Committee effectiveness: Nominating oversees governance structure, board/committee composition, and director selection; all committee members independent; charters available and reviewed annually .

Director Compensation (Detail)

Component	2024 value
Fees Earned or Paid in Cash	$100,000
Stock Awards (RSUs)	$139,216
Total	$239,216

Note: RSU grant was 1,213 shares granted Jan 31, 2024; fully vested Dec 31, 2024 . No meeting fees; expense reimbursement provided .

Board Structure Context

Board size: Eight directors; six independent .
Lead Independent Director: Mikel D. Faulkner .
Committee meetings in 2024: Audit (4), Compensation (3), Nominating (1) .
Executive sessions: Independent directors meet after regularly scheduled Board meetings .