Douglas Curling
PROG HoldingsAbout Douglas C. Curling
Douglas C. Curling (age 70) is an independent director of PROG Holdings, Inc. since January 2016, currently serving on the Audit Committee and as Chair of the Compensation & Human Capital Committee. He is a former President, COO, and CFO of ChoicePoint Inc., and brings deep privacy, data analytics, accounting/financial, and M&A expertise; he is designated an Audit Committee Financial Expert. Attendance met board policy thresholds, with directors in 2024 attending at least 75% of board and committee meetings during their service period.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Kent Capital LLC | Managing Principal | Since March 2009 | Family-run investment business; governance/financial oversight experience leveraged at PRG |
| New Kent Consulting LLC | Managing Principal | March 2009 – December 2024 | Privacy and M&A consulting experience informs risk oversight and compensation design |
| ChoicePoint Inc. | President; Chief Operating Officer; CFO & Treasurer | President: Apr 2002–Sep 2008; COO: 1999–Sep 2008; CFO/Treasurer: 1997–May 1999 | Senior operating and finance leadership; director from May 2000–Sep 2008 |
| CoreLogic (NYSE: CLGX) | Director | Until June 2021 (became private) | Public company board experience; data and analytics industry exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CoreLogic (Public until 2021) | Director | Until June 2021 | Public board experience in property information/data services |
| ChoicePoint Inc. | Director | May 2000 – Sep 2008 | Board service concurrent with senior executive roles |
No current public company directorships are disclosed for Mr. Curling.
Board Governance
- Committee assignments: Audit Committee (member) and Compensation & Human Capital Committee (Chair); designated Audit Committee Financial Expert; independence affirmed by NYSE/SEC standards.
- Attendance and engagement: Board held seven meetings in 2024; committees held Audit (8), Compensation & Human Capital (5), Nominating/Governance (4). All directors attended at least 75% of applicable meetings and the 2024 Annual Meeting. Independent directors meet frequently in executive session.
- Related-party and ethics oversight: Audit Committee oversees related-party transactions, ethics hotline, compliance, risk (including cybersecurity and privacy).
- Compensation Committee independence and advisor: Committee composed solely of independent directors; retained Exequity LLP as independent consultant after conflict-of-interest assessment.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Member | 8 |
| Compensation & Human Capital Committee | Chair | 5 |
Fixed Compensation
| Year | Cash Retainer ($) | Chair Retainer ($) | Total Cash ($) | Equity Grant (RSUs) | Equity Grant Fair Value ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 100,000 | 25,000 (Comp & Human Capital Chair) | 125,000 | 4,151 units granted May 2024 | 150,000 | 275,000 |
Program features:
- Non-employee directors: Annual cash retainer $100,000; committee chair retainers: Audit $30,000, Compensation & Human Capital $25,000, Nominating/Governance $20,000; annual RSU grant valued at $150,000, generally vesting one year from grant.
Performance Compensation
Director equity awards are time-based RSUs; no performance-conditioned director awards are disclosed. The company’s performance metrics apply to executive PSUs, not directors.
| Performance Metric | Weight | Applies to Directors? | Notes |
|---|---|---|---|
| Relative TSR | 30% | No – executives’ PSUs only | rTSR vs S&P 600 Small Cap over 3 years |
| Consolidated Adjusted Revenue | 20% | No – executives’ PSUs only | Adjusted for credit loss provision at Vive/Four/strategic ops |
| Consolidated Adjusted Pretax Income | 20% | No – executives’ PSUs only | Excludes restructuring and 9/2023 cyber incident costs net of insurance |
| Director RSUs | — | Time-based; one-year vesting | Non-employee director equity is time-based; no disclosed performance conditions |
Clawback/Hedging policies (executive-focused, but governance signals):
- Clawback policy updated Nov 2023 to comply with NYSE rules; recoup incentive pay on restatements.
- Insider Trading Policy prohibits hedging and pledging by officers and directors.
Other Directorships & Interlocks
- Compensation Committee Interlocks: For 2024, no member (including Curling) was a current/former officer or related person; Committee comprised of independent directors.
- Prior public board service: CoreLogic (until privatization in 2021); ChoicePoint director (2000–2008).
Expertise & Qualifications
- Financial expert: Former CFO; designated Audit Committee Financial Expert, providing accounting and financial oversight skills.
- Data/privacy and analytics: Senior leadership at ChoicePoint; consulting on privacy, data-enabled matters; relevant to PRG’s information security and compliance oversight.
- M&A: Consulting and executive experience with transactions and corporate development.
Equity Ownership
| Holder | Shares Beneficially Owned (#) | Percent of Class | Notes |
|---|---|---|---|
| Douglas C. Curling | 41,762 | <1% | As of March 10, 2025; includes direct holdings and any options/RSUs vesting within 60 days |
| Unvested Director RSUs (held at 12/31/2024) | 4,151 units | — | Annual grant from May 2024 |
| Director Stock Ownership Guideline | $400,000 minimum value | — | All directors compliant as of 12/31/2024 |
| Hedging/Pledging | Prohibited by policy | — | Strengthens alignment and reduces risk |
Governance Assessment
- Board effectiveness: Curling’s dual role as Compensation & Human Capital Committee Chair and Audit Committee Financial Expert enhances oversight of pay-for-performance, risk, and financial integrity; committee independence and use of an independent consultant (Exequity) are positive governance signals.
- Independence and engagement: Independent status, 75%+ attendance, and active executive sessions support robust board challenge and oversight.
- Alignment: Cash/equity mix (cash $125k, equity $150k) and RSU structure with one-year vesting support alignment without encouraging short-termism; director ownership guideline ($400k) and full compliance further strengthen alignment.
- Conflicts/related-party exposure: No compensation committee interlocks or related-party participation; Audit Committee actively oversees related-party transactions and compliance—no specific related-party transactions involving Curling disclosed.
- RED FLAGS: None identified regarding pledging/hedging (policy prohibits), attendance (meets policy), or compensation anomalies; continued monitoring recommended for any changes to committee composition post-Annual Meeting and for any future related-party disclosures.