Curtis Doman
PROG HoldingsAbout Curtis L. Doman
Curtis L. Doman, age 52, is a co‑founder of Progressive Leasing and currently serves as Special Advisor to PRG’s President & CEO; he has served on PRG’s Board since August 2015 and is not assigned to any Board committee . The Board has determined he is not an independent director under NYSE standards because he serves as a (non‑officer) employee/Special Advisor to the Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Progressive Leasing (PRG segment) | Chief Technology Officer | 1999 – Dec 2017 | Co‑created/led technology; creator of the dynamic decision engine used for lease decisioning . |
| Progressive Leasing (PRG segment) | Chief Product Officer | Jan 2018 – Dec 2019 | Product leadership for point‑of‑sale lease platform . |
| Progressive Leasing (PRG segment) | Chief Innovation Officer | Dec 2019 – Feb 2024 | Innovation lead; continued oversight of decisioning/data analytics . |
| PROG Holdings, Inc. | Special Advisor to CEO | 2024 – present | Advisory role to CEO; non‑officer employee status . |
| IDS, Inc. | President | Sep 1993 – Oct 2015 | Executive leadership of IDS, Inc. . |
External Roles
| Organization | Role | Tenure | Notes / Potential Conflicts |
|---|---|---|---|
| PROG Holdings Foundation | Director (Board member) | 2024 – present | PRG contributed $1.3M (cash and in‑kind) to the Foundation in 2024; directors/officers (including Doman) receive no Foundation compensation; under the Audit Committee’s policy, donations to the Foundation are not deemed related‑party transactions . |
No other public company directorships are disclosed for Mr. Doman in the 2025 proxy .
Board Governance
| Governance Item | Detail |
|---|---|
| Committee assignments | None (Committees: N/A in director bio) . |
| Independence | Not independent (Special Advisor/employee of PRG) . |
| Board/Committee meetings | Board held 7 meetings in 2024; Audit 8, Compensation & Human Capital 5, Nominating/Governance/CSR 4 . |
| Attendance | Each director attended ≥75% of aggregate Board and applicable committee meetings in 2024; all directors on the Board attended the 2024 Annual Meeting . |
| Chair/leadership | Chairman: Ray M. Robinson (independent), who chairs executive sessions of independent directors . |
| Board size trend | 11 directors in 2024, reducing to 10 after the 2025 Annual Meeting upon Ms. Betty’s retirement . |
| Committee composition snapshot | Committees fully independent; Audit (Day Chair; Curling, Julian, Martinez, Mielke, Sheu, Smith), Compensation (Curling Chair; Betty, Day, Robinson), Nominating/Gov/CSR chair to be reappointed post‑AGM . |
Fixed Compensation
| Program Element (Non‑Employee Directors) | 2024 Amount/Terms |
|---|---|
| Annual cash retainer | $100,000 . |
| Annual equity grant | $150,000 in RSUs; generally vests one year after grant . |
| Committee chair retainers | Audit $30,000; Compensation $25,000; Nominating/Gov/CSR $20,000 . |
| Board Chair incremental retainer | $125,000 (in addition to standard non‑employee director retainer) . |
| Meeting fees | Not disclosed (no per‑meeting fees indicated) . |
| Deferral | Directors may defer cash retainers under the Deferred Compensation Plan . |
- Policy: Directors who are employees of the Company receive no compensation for Board service; Mr. Doman is a Special Advisor (employee) and is not listed among non‑employee directors receiving fees/stock awards in 2024 .
Performance Compensation
| Program | 2024 Performance Metrics | Outcome |
|---|---|---|
| Annual Short‑Term Incentive Program (for NEOs) | Adjusted EBITDA; Progressive Leasing GMV; PROG Marketplace GMV; Progressive Leasing GMV from cross‑marketing; compliance/strategic goals . | Company exceeded target for Adjusted EBITDA and Progressive Leasing GMV, exceeded maximum for Marketplace GMV, cross‑marketing GMV, and strategic/compliance; STIP payout at 150.4% of target for NEOs . |
| Long‑Term Incentive Program (for NEOs) | Performance shares tied to Adjusted Revenue and Adjusted Pretax Income; separate rTSR performance shares (3‑yr) . | 2024 performance shares (Adj. Revenue & Adj. Pretax Income) paid at 152.4% of target; rTSR awards cliff‑vest after 3‑year period if earned . |
- Note: Non‑employee directors receive time‑based RSUs; performance metrics above apply to executives (not to Mr. Doman’s director service). Mr. Doman did not receive non‑employee director awards in 2024 due to employee status .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Doman . |
| Prior public company boards | Not disclosed in the 2025 proxy . |
| Compensation committee interlocks | 2024 Compensation & Human Capital Committee: Betty, Day, Curling (Chair), Robinson — all independent; disclosure notes no interlocks/insider participation among members; Mr. Doman is not on this committee . |
Expertise & Qualifications
- Technology/data analytics expertise; creator of Progressive Leasing’s dynamic decision engine; deep operating knowledge of PRG’s Progressive Leasing segment leveraged by the Board .
- Founder perspective and long‑tenured operating leadership at the Company’s core business .
Equity Ownership
| Holder | Total Beneficial Ownership (#) | Percent of Class | Breakdown / Notes |
|---|---|---|---|
| Curtis L. Doman | 326,904 | <1% | 12,638 shares directly ; 174,524 shares via an LLC he controls ; 139,742 options currently exercisable . |
| All directors & officers as a group (13) | 1,304,202 | 3.21% | As of March 10, 2025; 40,604,576 shares outstanding used for percentages . |
- Stock ownership guidelines: Each director must hold ≥$400,000 in stock/units by the later of Jan 31, 2021 or four years after joining the Board; all directors are in compliance as of Dec 31, 2024 .
- Hedging/pledging: Company policy prohibits hedging and pledging of Company stock .
Governance Assessment
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Strengths
- Strong alignment and risk controls: meaningful director stock ownership guidelines (all in compliance), no hedging/pledging, no option repricing, no tax gross‑ups on change‑in‑control, double‑trigger vesting, and capped incentive plans with multiple performance measures .
- Board/committee independence and activity: committees comprised of independent directors; Audit designated financial experts; active schedule (Board 7 meetings; Audit 8; Comp 5; Nominating 4) with ≥75% attendance by each director .
- Shareholder sentiment: most recent say‑on‑pay garnered ~94% support, indicating investor comfort with compensation governance .
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Risk indicators and monitoring items
- Non‑independence: Mr. Doman is not independent due to his employee/Special Advisor role, which can be a governance sensitivity for some investors focusing on board independence ratios .
- No committee roles: Mr. Doman holds no committee assignments, which limits his direct role in audit, compensation, or nominating oversight .
- Related‑party lens: PRG contributed $1.3M to the Company’s Foundation where Mr. Doman serves on the board; while expressly not deemed a related‑party transaction under the Audit Committee policy and with no compensation to participants, investors may still monitor such affiliations for optics .
Oversight infrastructure is robust (independent committees, financial experts, and explicit related‑party review policy), but Doman’s non‑independent status and advisory employment are key governance considerations for board effectiveness and investor confidence .