Mikel Faulkner
Lead Independent Director at FCFS
Board
About Mikel D. Faulkner
Mikel D. Faulkner (age 75) is the lead independent director at FirstCash Holdings, Inc. (FCFS), appointed to the Board in 2009 and serving as lead independent director since October 2017 . He brings broad senior executive leadership and financial experience, including direct executive experience in Latin America and multi‑industry public and private company roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nautilus Marine Services PLC (AIM) | Executive Chairman | Feb 2017 – Feb 2019 | Oversight of investment co. focused on global offshore services |
| Global Energy Development PLC (AIM) | Executive Chairman | 2002 – Feb 2017 | Led international oil & gas exploration strategy |
| HKN, Inc. (formerly Harken Energy Corp.) | CEO | 1982 – 2017 | Long‑tenured leadership across multiple cycles |
| HKN, Inc. | Chairman | 1991 – 2003 | Board leadership and governance |
| HKN, Inc. | President & CEO | 2003 – 2017 | Operational and financial management |
External Roles
- No current public company directorships disclosed in the FCFS proxy biography; prior roles noted above (AIM‑listed companies and HKN, Inc.) .
Board Governance
- Board role and independence: Lead Independent Director; Board determined he is independent under Nasdaq/SEC standards; sits on Compensation and Nominating & Corporate Governance Committees; not on Audit .
- Tenure and service: Director since 2009; lead independent since Oct 2017 .
- Committee workload and attendance: In 2024, Board met 4 times; Audit 4, Compensation 3, Nominating & Corporate Governance 1; each director and each committee member attended at least 75% of meetings; independent directors hold executive sessions after regular meetings .
- Board leadership structure: Faulkner serves as liaison between independent directors and management, chairs executive sessions of non‑management/independent directors, and consults with chair/CEO on agendas and materials .
| Governance Attribute | Detail |
|---|---|
| Independence | Independent (Nasdaq/SEC standards) |
| Lead Independent Director | Yes (since Oct 2017) |
| Committees | Compensation (member), Nominating & Corporate Governance (member) |
| Audit Committee | Not a member |
| Attendance | ≥75% Board and committee attendance in 2024 |
| Years on Board | Since 2009 |
Fixed Compensation
- Non‑employee director pay structure (2024): $100,000 annual cash retainer; 1,213 RSAs granted Jan 31, 2024 (grant date fair value $139,216), fully vested Dec 31, 2024; supplemental annual cash payments: $25,000 lead independent, $25,000 Audit chair, $20,000 Compensation chair, $15,000 Nominating & Corporate Governance chair .
- Faulkner was paid $125,000 in cash fees (retainer + lead independent stipend) in 2024; stock awards $139,216; no “meeting fees”; reimbursed reasonable expenses .
- 2023 program: $100,000 retainer; 1,503 RSAs granted Feb 1, 2023 (grant date fair value $138,547), fully vested Dec 31, 2023; lead independent stipend $25,000; Faulkner paid $125,000 cash, $138,547 stock .
| Component | 2023 | 2024 |
|---|---|---|
| Cash Retainer ($) | $100,000 | $100,000 |
| Lead Independent Stipend ($) | $25,000 | $25,000 |
| Committee Chair Fees ($) | None (not a chair) | None (not a chair) |
| Meeting Fees ($) | None | None |
| RSU/Restricted Stock Shares | 1,503 granted 2/1/2023 | 1,213 granted 1/31/2024 |
| RSU Grant‑Date Fair Value ($) | $138,547 | $139,216 |
| Vesting | Fully vested 12/31/2023 | Fully vested 12/31/2024 |
| Total Fees + Stock ($) for Faulkner | $263,547 | $264,216 |
Performance Compensation
- Non‑employee directors at FCFS do not receive performance‑based incentive pay; equity grants are time‑based restricted stock and vest on schedule; no APIP/LTIP metrics apply to directors .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed (biography lists prior AIM/HKN roles) |
| Compensation Committee interlocks | None; Faulkner (with Berce, Graves) served on Comp Committee without interlocks requiring disclosure |
| Shared directorships with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Qualifications: Broad senior executive leadership and financial experience; direct executive experience in Latin America; multi‑industry public/private company background .
- Lead independent responsibilities: Liaison with management, chairs executive sessions, consults on agendas/materials; supports board effectiveness .
Equity Ownership
- Stock ownership guidelines: Non‑employee directors must hold stock equal to 5× annual cash retainer, with a 5‑year accumulation period; as of April 17, 2025, all non‑employee directors either met or have additional time; directors not meeting must retain vested awards until compliant .
- Beneficial ownership (Faulkner):
- As of April 22, 2024: 12,375 shares common; 505 shares underlying restricted stock awards vesting within 60 days; total 12,880 shares; <1% ownership .
- As of April 17, 2025: 13,588 shares common; 526 shares underlying restricted stock awards vesting within 60 days (retirement provision); total 14,114 shares; <1% ownership .
| Metric | Apr 22, 2024 | Apr 17, 2025 |
|---|---|---|
| Common Shares Owned | 12,375 | 13,588 |
| RSAs Vesting ≤60 Days | 505 | 526 (retirement vesting provision) |
| Total Beneficial Ownership | 12,880 | 14,114 |
| % of Shares Outstanding | <1% | <1% |
| Director Ownership Guideline | 5× cash retainer (companywide guideline) | 5× cash retainer (companywide guideline) |
| Guideline Compliance Status | All non‑employee directors met or have time; retention of vested awards until met | All non‑employee directors met or have time; retention of vested awards until met |
Governance Assessment
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Strengths
- Lead independent director role is formalized, with responsibilities that enhance board independence and effectiveness (executive sessions, agenda influence, liaison function) .
- Clear committee assignments; Faulkner serves on Compensation and Nominating & Corporate Governance, both fully independent per Nasdaq/SEC and company guidelines .
- Attendance and engagement: ≥75% attendance for Board and committees; board meets regularly and holds independent executive sessions .
- Director pay mix balances cash and equity (time‑based), with modest supplemental stipend for lead independent duties; aligns with peer benchmarking and stockholder interests .
- Stock ownership guidelines (5× retainer) and anti‑hedging policy support alignment; pledging permitted only case‑by‑case and disclosed for CEO/CFO (no pledging disclosure for Faulkner) .
- Compensation governance quality: Use of independent consultant (Pay Governance) and strong say‑on‑pay support (97% approval in 2024), signaling investor confidence in compensation oversight .
-
Potential Watch‑Items / RED FLAGS
- Related‑party transactions: None involving Faulkner; company repurchased shares from an entity controlled by former director Douglas Rippel at negotiated discounts in 2024 and 2025—oversight via Audit Committee policy mitigates, but ongoing monitoring warranted .
- Executive share pledging exceptions: CEO and CFO have permitted pledges with low loan‑to‑value; while not implicating directors, continued oversight is prudent to avoid reputational or governance risk spillover .
- No disclosed performance‑based director equity; while common, investors focused on alignment may prefer greater holding periods or deferral features—FCFS does require retention until guideline met .
-
Shareholder signals
- 2025 Annual Meeting outcomes: All director nominees elected; say‑on‑pay approved (38,065,293 for; 1,854,017 against; 172,405 abstain); auditors ratified—indicates broad stockholder support for governance and compensation programs .
Notes on Policies Relevant to Conflicts and Alignment
- Insider trading and anti‑hedging: Prohibits short sales, derivatives; pledging generally prohibited but may be permitted case‑by‑case; emphasized alignment and conflict avoidance (Faulkner not disclosed as pledging) .
- Majority voting policy: Directors receiving more “withhold” than “for” in uncontested elections must tender resignation, strengthening accountability .
- Committee charters and independence: All committees independent; charters publicly available, reviewed annually .
Overall, Faulkner’s long tenure, independent status, and lead independent responsibilities contribute positively to board effectiveness and investor confidence; no direct conflicts or related‑party exposures are disclosed for him. Continued monitoring of companywide pledging practices and related‑party transactions is advisable from a governance risk perspective .