James Smith
PROG HoldingsAbout James P. Smith
James P. Smith, age 58, has served as an independent director of PROG Holdings (PRG) since May 2021. He sits on the Audit Committee and the Nominating, Governance & Corporate Responsibility (NG&CR) Committee. Smith is a former Executive Vice President and Head of Digital & Direct Virtual Channels at Wells Fargo (2014–2020) and brings over 30 years of fintech and digital banking leadership, including pioneering work in internet and mobile banking, Apple Pay, and Zelle. The board classifies him as independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo & Company | EVP, Head of Digital & Direct Virtual Channels | Jun 2014 – Sep 2020 | Enterprise digital strategy; member of Wells Fargo Management Committee |
| clearXchange | Director (prior) | 2011 – 2015 | Digital payments network board experience |
| Akoya LLC | Founding board member (private) | Not disclosed | Consumer-permissioned financial data access network |
| Bain & Company | External advisor | Current | Strategy advisory experience |
External Roles
| Company/Organization | Type | Role | Current/Past |
|---|---|---|---|
| Public company directorships | Public | None disclosed | N/A |
| Akoya LLC | Private | Founding board member | Current (private) |
| clearXchange | Private consortium | Director | Past (2011–2015) |
| Miller Center for Social Entrepreneurship | Non-profit/academic | Mentor | Not dated |
| Bain & Company | Consulting firm | External advisor | Current |
Board Governance
- Independence: PRG’s board affirms Smith is independent under NYSE rules; all Audit and NG&CR members are independent. He is not designated as an “audit committee financial expert” (those are Day, Curling, and Julian).
- Committee assignments (2024): Audit; NG&CR. Chairs: Audit—Day; Compensation & Human Capital—Curling; NG&CR—Betty (retiring; chair to be updated post-annual meeting). Smith is not a chair.
- Meetings and attendance (2024): Board held 7 meetings; Audit 8; Compensation & Human Capital 5; NG&CR 4. Each director attended ≥75% of applicable meetings; all directors attended the May 15, 2024 annual meeting.
- Executive sessions and leadership: Independent directors meet frequently in executive session chaired by the independent Board Chair (Ray M. Robinson). Because the Chair is independent, the board does not designate a Lead Independent Director.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash retainer/fees (USD) | $91,010 | $100,000 |
| Committee chair fees | $0 (not a chair) | $0 (not a chair) |
| Total cash | $91,010 | $100,000 |
Program parameters (non-employee directors, 2024): Annual cash retainer $100,000; Chair retainers—Audit $30,000, Compensation & Human Capital $25,000, NG&CR $20,000; Board Chair additional $125,000; directors may elect to defer cash under the Deferred Compensation Plan.
Performance Compensation
| Equity Grant Detail | 2023 | 2024 |
|---|---|---|
| Annual RSU grant value | $150,000 | $150,000 |
| Units granted | 4,656 RSUs (May 2023) | 4,151 RSUs (May 2024) |
| Vesting | Generally vests one year from grant | Generally vests one year from grant |
| Options/PSUs | None disclosed for directors | None disclosed for directors |
- Performance metrics: PRG does not tie non-employee director equity to performance metrics; director equity is time-vested RSUs to align with shareholders.
Other Directorships & Interlocks
- Current public company boards: None disclosed for Smith.
- Compensation Committee interlocks: PRG discloses no Compensation Committee interlocks or insider participation; all members were independent.
Expertise & Qualifications
- Fintech and digital banking leader with extensive experience launching and scaling digital channels; contributions to internet banking, mobile banking, Apple Pay, and Zelle.
- Financially literate Audit Committee member; the Audit Committee confirms all members are financially literate (financial experts designated: Day, Curling, Julian).
- Advisory and network roles across financial data access and management consulting (Akoya, Bain).
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Beneficial ownership (3/10/2025) | 12,657 shares; <1% of class |
| RSUs outstanding | 4,151 RSUs subject to vesting as of 12/31/2024 (May 2024 grant) |
| Ownership guidelines | Directors must hold $400,000+ in stock/equivalents within four years of joining; as of 12/31/2024, all directors were in compliance. |
| Hedging/pledging | Prohibited under insider trading policy. |
Related-Party Transactions and Conflicts
- Policy: Audit Committee must review/approve related-party transactions >$100,000; conflicts require prior Audit Committee review under the Code of Business Conduct.
- Disclosures: Since Jan 1, 2024, no related-party transactions requiring disclosure (apart from non-conflicted donations to the PRG Foundation). No Smith-specific related-party transactions disclosed.
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay support: Approximately 98% approval (prior annual meeting).
- 2022 voting detail (reference): Say-on-pay 47,212,057 For; 2,734,628 Against; 188,760 Abstain.
Governance Assessment
- Strengths
- Independent director with deep fintech and digital transformation expertise; service on Audit and NG&CR aligns with skill set.
- Strong engagement: ≥75% meeting attendance; attended 2024 annual meeting.
- Alignment and safeguards: Meaningful stock ownership guideline (compliant), time-vested RSUs, hedging/pledging prohibited.
- No related-party transactions disclosed; Audit Committee pre-approves related-party matters.
- Watch items
- Not designated an “audit committee financial expert” (others on the committee are); continue to monitor committee composition post-annual meeting refresh.
- Director equity is not performance-conditioned; alignment relies on time-vested RSUs and ownership guidelines rather than performance hurdles (market standard but note for investors focused on pay-for-performance).
No RED FLAGS identified regarding attendance shortfalls, related-party conflicts, pledging, or hedging based on current disclosures. **[1808834_0001808834-25-000046_prg-20250326.htm:27]** **[1808834_0001808834-25-000046_prg-20250326.htm:88]** **[1808834_0001808834-24-000057_prg-20240404.htm:55]**