Lance Weaver
PRA GROUPAbout Lance L. Weaver
Lead Independent Director at PRA Group (PRAA), age 70, with nearly 40 years in consumer financial services spanning credit cards, mortgage, and consumer lending. Weaver’s credentials include advisory roles to Visa, Citigroup, Total System Services (TSYS), and Apollo Global Management; president of Money Cards at Virgin Money (UK) from 2013–2015; president of EMEA Card Services at Bank of America; 15 years on MBNA’s senior management team; and executive roles at Citigroup, Wells Fargo, and Maryland National Bank. He previously served on Internap Corporation’s board (2017–2020). He holds a B.S. in Marketing from Georgetown University. He is independent under Nasdaq/SEC rules and currently serves as Lead Independent Director and Chair of the Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Virgin Money Holdings (UK) | President, Money Cards | 2013–2015 | Led Money Cards unit pre-retirement in 2015 |
| Bank of America | President, EMEA Card Services | Not disclosed | Senior leadership in cards (EMEA) |
| MBNA Corporation | Senior management team member | 15 years (dates not disclosed) | Senior operating leadership (cards) |
| Citigroup; Wells Fargo; Maryland National Bank | Executive leadership roles | Not disclosed | Various senior roles across consumer finance |
| Advisor (multiple) | Advisor to Visa, Citigroup, TSYS, Apollo Global Management | Not disclosed | Strategic advisory in consumer finance |
External Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Internap Corporation | Director | 2017–2020 | Board service at data center/hosting provider |
| Visa Inc.; Citigroup; TSYS; Apollo Global Management | Advisor | Not disclosed | Industry advisory roles (non-director) |
| Current public company boards | None | — | Reduces interlock/conflict risk |
Board Governance
- Independence and roles: The Board determined Weaver is independent. He is Lead Independent Director and Chairs Nominating & Corporate Governance; he is also a member of the Compensation Committee.
- Committee structure and activity: In 2024, the Compensation Committee met 6 times and the Nominating & Corporate Governance Committee met 6 times; all standing committees are fully independent.
- Board leadership and LID duties: As LID, Weaver presides over executive sessions, approves Board agendas with the Chair/CEO, advises committee chairs, engages with stockholders upon reasonable request, and leads annual CEO/Chair evaluations. Executive sessions occur at each in-person or virtual Board meeting.
- Attendance: The Board held 11 meetings in 2024; each director attended at least 75% of Board and committee meetings, and all then-serving directors attended the 2024 Annual Meeting.
Fixed Compensation
| Component (Non‑Employee Directors, 2024) | Amount | Notes |
|---|---|---|
| Board Member annual cash retainer | $70,000 | Standard cash retainer |
| Lead Independent Director retainer | $30,000 | Additional to Board retainer |
| Committee Chair retainer (each of Audit/Comp/N&CG/Risk) | $30,000 | Chairs do not also receive member retainer |
| Committee Member retainer (each committee) | $15,000 | Per committee membership |
| Equity grant (annual RSUs) | ~$155,000 | Granted at 2024 Annual Meeting; time-based RSUs |
| Weaver – 2024 Director Compensation | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $137,500 | Reflects Board/LID/committee roles |
| Stock Awards (RSUs, grant-date fair value) | $154,991 | Granted June 13, 2024 at $19.83/share |
| Total | $292,491 | Sum of cash and equity |
Performance Compensation
| Element | Terms | Vesting | Amount/Value |
|---|---|---|---|
| Annual equity award (RSUs) | Time-based RSUs granted to each non-employee director on the 2024 Annual Meeting date | Vest on the anniversary of grant or the date of the next annual meeting, if earlier | ~$155,000 per director; Weaver grant-date fair value $154,991 (6/13/2024; $19.83/share) |
- No director stock options or performance-based metrics are disclosed for non-employee director compensation; equity is time-based RSUs designed to align director and shareholder interests.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None |
| Prior public company board | Internap Corporation, Director (2017–2020) |
| Potential interlocks | None disclosed at PRAA; committees comprised solely of independent directors |
Expertise & Qualifications
- Financial Industry; Government & Regulatory; International/Global; Public Company; Risk Oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Lance L. Weaver (as of April 21, 2025) | 41,680 | <1% | Includes 33,864 shares held by trust (beneficially owned) |
- Stock ownership guidelines: Directors must hold shares equal to at least 5x the annual Board cash retainer; as of April 21, 2025, all non-employee directors with at least five years of service met the requirement.
- Hedging/Pledging: Company prohibits short sales, hedging, and pledging by directors, officers, and employees.
- Section 16 compliance: Company states all director/officer filings complied during 2024, except one Form 4 for the CFO (tax withholding), with no exception noted for Weaver.
Governance Assessment
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Strengths
- Independent LID with explicit shareholder engagement responsibilities, robust agenda-setting authority, and leadership of CEO/Chair evaluations—indicates strong independent oversight and board effectiveness.
- Active governance role (Chair, Nominating & Corporate Governance) and Compensation Committee membership—positions Weaver at key oversight levers (board refreshment, succession, executive pay).
- Compensation mix shows meaningful equity component (Weaver $154,991 RSUs vs $137,500 cash in 2024), aligning director incentives with long-term shareholder value; time-based RSUs vest at/near the next annual meeting.
- Formal prohibitions on hedging/pledging and rigorous stock ownership guidelines enhance alignment and risk control.
- Board/committee independence and regular executive sessions at each meeting; 2024 attendance thresholds met across the Board.
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Potential watch items
- Age and tenure horizon: With an age-75 retirement limit for re-nomination, Weaver’s remaining service window is structurally capped, implying mid-term succession planning for the LID role.
- Industry network: Weaver’s extensive financial services relationships are value-additive for PRAA but require ongoing related-party screens; current proxy lists no other public boards and committees are fully independent, which mitigates interlock risk.
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Shareholder sentiment context: Say-on-Pay support exceeded 91% at the 2024 meeting, suggesting general investor alignment with pay governance under the Compensation Committee (where Weaver serves).
No related-party transactions involving Weaver are disclosed in the 2025 proxy; the Board maintains a formal Related Party Transaction Policy and independent committee oversight.
Notes on Attendance and Engagement
- 2024 activity: Board met 11 times; each director attended at least 75% of Board and committee meetings; all then-serving directors attended the 2024 Annual Meeting.
- Executive sessions: Conducted at each in-person or virtual Board meeting, presided over by the Lead Independent Director.