Cynthia Day
PROG HoldingsAbout Cynthia N. Day
Cynthia N. Day (age 59) is an independent director of PROG Holdings (PRG) since October 2011. She is President and CEO of Citizens Bancshares Corporation and Citizens Trust Bank (since February 2012), with prior roles including COO/Senior EVP at Citizens Trust Bank (2003–2012), EVP/COO at Citizens Federal Savings Bank of Birmingham (1993–2003), and audit manager at KPMG . She is designated an Audit Committee Financial Expert and currently chairs PRG’s Audit Committee, with additional service on the Compensation & Human Capital Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citizens Trust Bank | COO & Senior EVP | Feb 2003 – Jan 2012 | Senior management oversight |
| Citizens Federal Savings Bank (Birmingham) | EVP & COO; other capacities | 1993 – 2003 | Operations leadership |
| KPMG | Audit Manager | Prior to banking roles | Public accounting, audit expertise |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Primerica, Inc. | Director | Public company | Current board member |
| Federal Reserve Bank of Atlanta | Director | Quasi-public | Board service |
| National Bankers Association | Director | Association | Board service |
| Metro Atlanta Chamber of Commerce | Director | Non-profit | Board service |
| Atlanta Area Council, Boy Scouts of America | Director | Non-profit | Board service |
| Professional memberships | Member | Rotary Club of Atlanta; Georgia Society of CPAs; AICPA | Ongoing involvement |
Board Governance
- Independence: PRG’s Board affirmed Ms. Day as independent under NYSE rules; only CEO (Michaels) and Special Advisor (Doman) are non-independent .
- Committees: Audit (Chair) and Compensation & Human Capital; Audit responsibilities include oversight of financial reporting, internal controls, compliance, information security, privacy, and cybersecurity; Audit members are financially literate, with Day designated as a financial expert .
- Attendance: Board held seven meetings in 2024; each director attended ≥75% of Board/committee meetings; Audit Committee held eight meetings, with all members attending 100% except two who joined in November 2024—Day attended 100% .
- Executive sessions: Independent directors meet frequently in executive session led by independent Chairman Ray M. Robinson .
- Board leadership: Separate independent Chairman and CEO roles; no Lead Independent Director needed given independent chair .
- Director tenure and refreshment: Five new independent directors since 2020; balanced tenures across Board .
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 100,000 | Non-employee director cash retainer (2024) |
| Audit Committee Chair retainer | 30,000 | Additional cash for Audit Chair (2024) |
| Fees earned/paid in cash (2024) | 130,000 | Day’s 2024 cash fees total |
| Annual RSU award fair value (2024) | 150,000 | RSUs generally vest one year after grant |
| RSUs outstanding (12/31/2024) | 4,151 units | Unvested RSUs held at year-end |
Director compensation structure: $100K cash retainer + committee chair fees + $150K annual RSU grant (one-year vest); Chairman receives an additional $125K (not applicable to Day) .
Performance Compensation
Directors’ equity is time-based (RSUs) rather than performance-based. PRG’s executive incentive metrics (context for governance alignment) for 2024:
| Metric | Weight | Threshold | Target | Max | Actual 12/31/2024 | Payout vs Target |
|---|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA ($mm) | 60% | 201.4 | 251.7 | 302.0 | 274.0 | 86.6% |
| Progressive Leasing GMV ($mm) | 15% | 1,665 | 1,850 | 2,035 | 1,972.2 | 21.3% |
| PROG Marketplace GMV ($mm) | 5% | 20 | 25 | 30 | 41.5 | 10.0% |
| PL GMV from Cross-Marketing ($mm) | 5% | 12 | 15 | 18 | 22.7 | 10.0% |
| Compliance & Strategic Initiatives (projects) | 15% | 4 | 5 | 6 | 6 | 22.5% |
| Total STIP payout (executives) | — | — | — | — | — | 150.4% |
LTIP framework (executives): 30% rTSR vs S&P 600 Small Cap over 3 years; 20% Adjusted Revenue; 20% Adjusted Pre-tax Income; 30% time-based RSUs .
Other Directorships & Interlocks
- Interlock: Citizens Bancshares Corporation/Citizens Trust Bank—Day is President/CEO; PRG’s Chairman, Ray M. Robinson, is non-executive Chairman of Citizens Bancshares and its subsidiary. This is a board-level interlock outside PRG (not a PRG-related party transaction). Monitor information flow and potential influence; PRG’s Audit Committee oversees related party transactions and disclosed none requiring reporting for 2024 .
Expertise & Qualifications
- Financial/accounting expertise (former KPMG audit manager; bank CEO/COO); designated Audit Committee Financial Expert .
- Deep knowledge of PRG’s customer base (similar demographics to Citizens Bancshares customers), aiding oversight of marketing and product positioning .
- Governance and regulatory exposure via Federal Reserve Bank of Atlanta and National Bankers Association boards .
Equity Ownership
| Item | Amount | Date |
|---|---|---|
| Beneficial ownership (shares) | 34,169 | As of March 10, 2025 |
| Ownership % of class | <1% | As of March 10, 2025 |
| Unvested RSUs outstanding | 4,151 units | As of Dec 31, 2024 |
| Director ownership guideline | $400,000 | Required; all directors compliant as of Dec 31, 2024 |
| Hedging/pledging | Prohibited | Under Insider Trading Policy |
Insider Trades
| Date | Form | Security | Quantity | Notes |
|---|---|---|---|---|
| May 7, 2025 (filed May 9, 2025) | Form 4 | RSUs | 5,592 | Grant under non-employee director program |
Governance Assessment
-
Positives:
- Independent, long-tenured director with strong financial credentials; Audit Chair and SEC-defined financial expert .
- Full Audit Committee attendance in 2024; strong engagement metrics .
- Clear alignment via ownership guidelines and annual RSU grants; hedging/pledging prohibited .
- Robust committee charters and oversight of compliance, cybersecurity, and related-party review; no related-party transactions disclosed for 2024 .
-
Watch items:
- External interlock with PRG Chairman at Citizens Bancshares—while not a PRG related-party transaction, monitor potential influence and information flows across boards .
- Multiple external commitments; PRG’s policy limits CEOs to service on no more than two other public company boards unless waived; Day’s public company board service (Primerica) appears consistent with guidelines .
-
Shareholder oversight signals:
- Strong say-on-pay support (94% in prior year), suggesting alignment of compensation governance with investor expectations .
-
Committee composition quality:
- Compensation & Human Capital Committee comprised of independent directors; committee interlocks/insider participation not present in 2024 .
Overall, Ms. Day’s audit leadership, attendance, and financial expertise support board effectiveness and investor confidence, with limited conflict signals and strong alignment through ownership guidelines and policy frameworks .