Adrian Butler
PRA GROUPAbout Adrian Butler
Adrian M. Butler (age 54) is an independent director of PRA Group, Inc., elected effective January 1, 2025. He is Chief Technology Officer at Foot Locker, Inc. (NYSE) since 2023 and brings deep enterprise IT, data/analytics, and cybersecurity expertise; he previously served as CIO at Casey’s General Stores (2020–2023), SVP/ CIO at Dine Brands Global (2015–2020), and a VP in technology services at Target (2011–2015). He has served on the board and audit committee of Potbelly Corporation (Nasdaq) since 2019; academic credentials include a Doctorate in Management (University of Maryland University College), an MBA (Embry‑Riddle), and a BS in Computer Science (Grambling State). He serves on PRA’s Risk Committee and is designated independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foot Locker, Inc. (NYSE) | Chief Technology Officer | 2023–present | Enterprise technology leadership; digital, data/analytics, cybersecurity focus |
| Casey’s General Stores, Inc. (Nasdaq) | Chief Information Officer | 2020–2023 | Led IT transformation at major retailer |
| Dine Brands Global, Inc. (NYSE) | SVP Information Technology & CIO | 2015–2020 | Restaurant portfolio IT modernization |
| Target Corporation | Vice President, Technology Services | 2011–2015 | Large‑scale retail IT operations |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Potbelly Corporation (Nasdaq) | Director | 2019–present | Audit Committee member |
Board Governance
- Independence and structure
- Butler is independent; PRA’s Board comprises primarily independent directors; all standing committees consist solely of independent directors; Lead Independent Director presides over executive sessions at each Board meeting. The Chairman and CEO roles are separated.
- Committee assignments (PRA)
- Risk Committee member; the Risk Committee met 6 times in 2024 and oversees ERM, business continuity, and key risk domains (operations, compliance, underwriting, strategy, legal, reputation, information security, cybersecurity, technology/data, vendor management).
- Attendance and engagement
- In 2024 the Board held 11 meetings; each director attended at least 75% of the aggregate meetings of the Board and their committees; all then‑serving directors attended the 2024 annual meeting.
- Related party and trading policies
- No related party transactions in 2024; strict policies prohibit directors from pledging and from hedging PRA equity.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non‑employee director) | $70,000 | Cash retainer |
| Committee membership fee (per committee) | $15,000 | Cash; Chairs do not also receive member fee |
| Committee Chair fee (Audit/Comp/NomGov/Risk) | $30,000 | Cash, in lieu of member fee |
| Lead Independent Director fee | $30,000 | Cash |
| Chairman fee | $125,000 | Cash; as of Apr 1, 2025, Executive Chairman paid as executive, not director |
Note: Mr. Butler joined the Board effective January 1, 2025 and therefore did not receive 2024 director compensation. 2024 amounts shown reflect the current disclosed program structure.
Performance Compensation (Director)
| Equity Vehicle | Typical Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (annual director grant) | ~ $155,000 | Vest on the anniversary of grant date or next annual meeting, if earlier | None (time‑based only) |
- Non‑employee director equity is time‑based RSUs to align with shareholders; no options or performance‑conditioned director awards are disclosed.
Other Directorships & Interlocks
| Company | Exchange | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Potbelly Corporation | Nasdaq | Director; Audit Committee | No PRA‑disclosed related party transactions in 2024; no supplier/customer interlock disclosed. |
Expertise & Qualifications
- Technology and cybersecurity leadership across large public companies; strong digital, data, and analytics background applicable to collections platforms, data governance, and cyber risk oversight.
- Public company governance experience (Potbelly board/audit committee).
- Risk oversight and strategic planning competencies aligned with PRA’s board‑level skills matrix needs.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Adrian M. Butler | 3,373 | * | As of April 21, 2025; “*” denotes less than 1% of outstanding shares. |
| Director stock ownership guideline | — | — | Minimum 5× annual cash retainer; directors have 5 years to comply; as of April 21, 2025 all directors with ≥5 years’ service met the guideline. |
| Pledging policy | — | — | Pledging PRA stock prohibited. |
| Hedging policy | — | — | Hedging PRA stock prohibited. |
Governance Assessment
- Strengths and positive signals
- Independent director with current operating role as CTO and domain expertise in IT, data, and cybersecurity—directly relevant to PRA’s data‑intensive, regulated environment and to Risk Committee oversight.
- Service on an external public company audit committee bolsters financial literacy and governance rigor.
- Strong director alignment policies: 5× retainer stock ownership guideline, prohibition of hedging/pledging, and no 2024 related‑party transactions.
- Board practices include majority voting, annual elections, executive sessions each meeting, and separate Chair/CEO roles, supporting effective independent oversight.
- Potential watch‑items
- Time commitments: full‑time CTO role plus two public company boards (PRA and Potbelly). 2024 attendance results were strong at the Board level (≥75% for each director), but individual 2025 attendance should be monitored given role load.
- Compensation/engagement context for investor confidence
- Director pay uses modest cash retainers with equity delivered as time‑based RSUs, emphasizing alignment over guaranteed cash; no director options or performance‑conditioned equity disclosed.
- 2024 Say‑on‑Pay support of >91% provides a supportive compensation governance backdrop (though focused on NEOs).
RED FLAGS: None disclosed specific to Butler. No related‑party transactions in 2024; pledging and hedging are prohibited; independence affirmed. Continue monitoring time commitments and Risk Committee workload as PRA executes on technology, data, and cybersecurity initiatives.