Brian Garner
PROG HoldingsAbout Brian Garner
Brian J. Garner, 45, has served as Chief Financial Officer of PROG Holdings since December 2020, after progressively senior finance roles at the company since 2012. In 2024, PROG reported $2.5B in consolidated revenue (+2.3% YoY), Adjusted EBITDA of $274.0M, and consolidated GMV of $2.37B (+16.1% YoY), reflecting disciplined portfolio management and growth initiatives; the company also exceeded target levels for multiple incentive metrics used in executive compensation . As CFO, Garner communicated raised 2025 revenue/EPS outlook and highlighted Q2 2025 non-GAAP EPS of $1.02, capital returns, and portfolio health improvements, underscoring execution on profitability and balance sheet discipline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PROG Holdings | Chief Financial Officer | Dec 2020–present | Raised 2025 revenue/EPS outlook; emphasized profitable growth, capital return, and portfolio health |
| Progressive Leasing (PROG) | SVP Finance & Accounting | 2019–Nov 2020 | Not specifically disclosed in proxy |
| Progressive Leasing (PROG) | VP Finance & Accounting | Mar 2015–Dec 2018 | Not specifically disclosed in proxy |
| Progressive Leasing (PROG) | Controller | 2012–Feb 2015 | Not specifically disclosed in proxy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PROG Holdings Foundation | Board member and officer | As of 2024 | Company donated $1.3M in 2024; donations not deemed related-party transactions under audit policy |
Fixed Compensation
Multi-year compensation summary (reported values reflect grant-date fair value and actual earned cash):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 550,000 | 550,000 |
| Target Bonus % of Salary | — | — | 110% |
| Non-Equity Incentive (STIP) Cash ($) | 100,000 | 902,793 | 909,920 |
| Stock Awards Fair Value ($) | 262,527 | 1,285,625 | 2,895,979 |
| Options Awards Fair Value ($) | 262,634 | 343,748 | — |
| All Other Compensation ($) | 13,584 | 15,732 | 13,800 (401k match) |
| Total Compensation ($) | 1,138,745 | 3,097,898 | 4,369,699 |
2024 fixed incentive specifics:
- STIP payout as % of target: 150.4%
- 2024 STIP award earned: $909,920
- 2024 base salary: $550,000; target bonus: 110% of salary
Performance Compensation
2024 STIP (Annual Cash Incentive) – metric design and payout
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Contribution |
|---|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA ($M) | 60% | 201.4 | 251.7 | 302.0 | 274.0 | 86.6% |
| Progressive Leasing GMV ($M) | 15% | 1,665 | 1,850 | 2,035 | 1,972.2 | 21.3% |
| PROG Marketplace GMV ($M) | 5% | 20 | 25 | 30 | 41.5 | 10.0% |
| Cross-Marketing GMV ($M) | 5% | 12 | 15 | 18 | 22.7 | 10.0% |
| Compliance & Strategic Initiatives (Projects) | 15% | 4 | 5 | 6 | 6 | 22.5% |
| Total STIP Payout | — | — | — | — | — | 150.4% of target |
Notes:
- Adjusted EBITDA definition excludes SBC, restructuring, cybersecurity costs, etc.; uses compensation plan definitions .
2024 LTIP (PSUs/RSUs) – structure, metrics, vesting
| Component | Weight | Metric/Definition | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| PSUs (financial) | 40% | Adjusted Revenue & Adjusted Pretax Income (1-yr) | Targets not disclosed | Payout 152.4% based on 2024 performance | Earned shares vest in 3 equal tranches Mar 7, 2025/2026/2027 |
| PSUs (rTSR) | 30% | Relative TSR vs S&P 600 Small Cap over 3 years | Target grant set; performance vs index | Earned shares vest at end of 3-year period | Cliff vest Mar 7, 2027, subject to committee certification |
| RSUs (time-based) | 30% | Service-based retention | — | — | 3 equal tranches Mar 7, 2025/2026/2027 |
| Transitional RSUs | One-time | Liquidity bridge replacing options | — | — | 33% on Mar 7, 2025; 67% on Mar 7, 2026 |
Garner’s 2024 grants (target counts and fair values):
- PSUs (financial): 24,320 target shares, grant-date FV $715,008
- PSUs (rTSR): 18,240 target shares, grant-date FV $733,795
- RSUs (time-based): 18,240 shares, grant-date FV $536,256
- Transitional RSUs: 18,240 shares, grant-date FV $536,256
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 115,255 shares (<1% of class) |
| Directly owned shares | 43,500 |
| Options exercisable | 71,755 |
| Options outstanding (counts & strikes) | 1,767 @ $25.07; 3,036 @ $43.59; 4,196 @ $49.97; 5,725 @ $32.07; 13,260 @ $46.94; 16,078 (exercisable) & 8,039 (unexercisable) @ $29.16; 9,827 (exercisable) & 19,654 (unexercisable) @ $24.70 |
| Unvested RSUs (3-year) | 18,240 shares; $770,822 at $42.26/share as of 12/31/2024 |
| Unvested Transitional RSUs | 18,240 shares; $770,822 at $42.26/share as of 12/31/2024 |
| Unvested PSUs (2023 awards) | 37,112 shares at 137% payout; $1,568,353 at $42.26/share; vest Mar 1, 2024/2025/2026 |
| Unvested PSUs (2024 financial awards) | 48,640 shares at 152.4% payout; $2,055,526 at $42.26/share; vest Mar 7, 2025/2026/2027 |
| Unvested PSUs (rTSR 2024) | 18,240 target shares; $770,822 at $42.26/share; cliff vest Mar 7, 2027 (performance contingent) |
| Ownership guidelines | CFO must hold 3x base salary; executives “either meet or are on track” within 5 years |
| Hedging/pledging | Prohibited by Insider Trading Policy; company amended policy in response to SEC 10b5-1 rules |
Upcoming vesting dates and volumes (potential trading/settlement windows):
- Mar 7, 2025: Tranche vest for 2024 RSUs and PSUs (financial); transitional RSU 33%
- Mar 7, 2026: RSUs/PSUs tranche; transitional RSU 67%
- Mar 7, 2027: Final RSUs/PSUs tranche; rTSR PSUs cliff vest contingent on performance
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement term | Initial 3 years; auto-renew annually unless notice |
| Severance (no CIC) | 2 years salary continuation plus target bonus; pro-rata vesting of annual-vesting awards granted ≥12 months prior; pro-rata treatment for >12-month performance shares |
| Change-in-control (CIC) | Double trigger; lump sum 2x (salary + target bonus), pro-rated cash bonus based on prior 2-year average, 2 years COBRA premiums, full vesting of equity |
| 280G cutback | Payments reduced to avoid excise tax if applicable |
| Restrictive covenants | Severance conditioned on non-compete and non-solicit compliance post-termination |
| Clawback | Complies with NYSE rules; recoupment upon restatement of financials |
Illustrative severance values for Garner (as of 12/31/2024):
- Termination without cause / Good Reason (no CIC): Cash $2,310,000; Equity acceleration $1,137,906; Total $3,447,906
- CIC then involuntary/Good Reason: Cash $2,360,851; Equity acceleration $5,383,910; Cash bonus $501,397; Total $8,246,158
- Death/Disability: Equity acceleration $5,383,910; Bonus $909,921; Total $6,293,831
Compensation Structure Analysis
- Shift from options to PSUs/RSUs in 2024 increased at-risk equity weighting; rTSR PSUs added to align payout with market-relative performance, replacing prior stock options and introducing a one-time transitional RSU to bridge near-term liquidity .
- Pay-for-performance linkage is strong: 2024 STIP exceeded target on Adjusted EBITDA and GMV-based metrics; LTIP financial PSUs paid 152.4% based on Adjusted Revenue and Adjusted Pretax Income .
- Governance practices: double-trigger CIC equity acceleration, no excise tax gross-ups, prohibition on hedging/pledging, capped incentives, independent committee with consultant support .
Say‑On‑Pay & Peer Benchmarking
- Say‑on‑pay passed with 94% approval at the prior annual meeting (2024) .
- Peer group used for benchmarking includes Ally Financial, Discover Financial, Synchrony, SLM, WEX, and others; committee does not manage to a fixed percentile, using Exequity LLP for market input .
Performance & Track Record
- 2024 company outcomes: $2.5B revenue (+2.3%), Adjusted EBITDA $274.0M, GMV $2.37B (+16.1%), reflecting growth in Progressive Leasing and BNPL (Four) alongside portfolio health; incentives tied to these measures paid above target .
- CFO communications (2025): raised 2025 outlook ranges; Q2 2025 non‑GAAP EPS $1.02, ongoing capital returns (dividend and buybacks), cash $222M and gross debt $600M, undrawn $350M revolver .
- Pay‑versus‑performance disclosure shows CAP alignment to TSR and Adjusted EBITDA over time; company TSR value of an initial $100 was 86.73 in 2024 per SEC methodology .
Equity Ownership & Alignment
| Aspect | Details |
|---|---|
| Stock ownership guideline (CFO) | 3x base salary; executives meet or are on track within 5 years |
| Compliance | Company indicates executive officers meet/on track |
| Pledging/Hedging | Prohibited |
| Foundation role | Board/officer; company donations not treated as related-party |
Investment Implications
- Pay-for-performance alignment is robust: STIP and LTIP metrics directly tie to Adjusted EBITDA, GMV growth, and multi-year rTSR, with 2024 payouts above target; governance limits excessive risk (caps, clawbacks, double-trigger CIC) .
- Retention risk appears contained: significant multi-year vesting (2025–2027) across RSUs/PSUs creates ongoing retention hooks; monitor settlement windows (e.g., March 7 annually) for potential Form 4 activity under trading plans, noting hedging/pledging prohibitions .
- Equity alignment is moderate (<1% personal stake), but sizeable unvested PSUs/RSUs and ownership guideline compliance/on-track status support alignment; board and audit policies mitigate related-party concerns (Foundation) .
- CIC economics are shareholder‑moderate (double trigger; 2x cash multiple; no tax gross‑ups), balancing retention and objectivity in strategic transactions; cash outcomes quantified for multiple scenarios .
- Watch execution signals: delivery against raised 2025 guidance, continued portfolio health and Adjusted EBITDA performance, and rTSR relative performance vs S&P 600 Small Cap that will drive 2027 PSU vesting outcomes .