Ray Martinez
PROG HoldingsAbout Ray Martinez
Independent director at PROG Holdings (PRG) since September 2021, age 51. Co‑Founder and President of Financial Services at EVERFI, focusing on digital learning initiatives; brings consumer financial services regulatory experience and large-scale fintech partnership expertise. Serves on PRG’s Audit and Nominating, Governance & Corporate Responsibility Committees; PRG’s Board has affirmatively determined he is independent under NYSE rules. Attendance was strong in 2024, including Audit Committee meetings and the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EVERFI, Inc. | Co‑Founder and President of Financial Services | Not disclosed; EVERFI founded in 2008 | Oversees development of programs in financial wellness, healthcare literacy, data science, and mental health; thought leader on systemic inequality |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JumpStart Coalition for Personal Financial Literacy (Washington, D.C.) | Board member | Not disclosed | Non‑profit focused on financial literacy; no PRG-related transactions disclosed |
Board Governance
- Committee assignments: Audit Committee member; Nominating, Governance & Corporate Responsibility Committee member. Audit Committee chaired by Cynthia N. Day; Martinez is listed among members.
- Independence: Board determined all directors other than the CEO (Michaels) and Special Advisor (Doman) are independent; Martinez is independent.
- Attendance and engagement:
- Board met 7 times in 2024; each director attended ≥75% of Board and committee meetings during their service period.
- Audit Committee met 8 times in 2024; all members attended 100% of meetings except new November 2024 appointees (Julian, Mielke) — implies Martinez attended 100%.
- All directors serving on May 15, 2024 attended the 2024 Annual Meeting.
- Shareholder support (2025 election): Martinez received 32,960,345 For, 1,002,629 Against, 19,439 Abstain votes; non‑votes 2,782,646.
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Standard non‑employee director cash retainer |
| Committee chair fees (structure) | Audit Chair: $30,000; Compensation Chair: $25,000; Nominating Chair: $20,000 | Martinez not disclosed as chair in 2024; thus no chair premium |
| Chairman additional retainer (structure) | $125,000 (applies to Chairman) | Not applicable to Martinez |
| Equity (RSUs) annual grant (value) | $150,000 grant date fair value | Vests generally one year after grant date |
| RSU units held (as of 12/31/2024) | 4,151 units (May 2024 grant) | Annual director grant timing in May |
| Deferred Compensation Plan eligibility | Directors may elect to defer cash fees; Company does not match for directors | Martinez’s deferral elections not disclosed |
Performance Compensation
| Element | Metrics | Terms |
|---|---|---|
| Director equity awards | None (time‑based RSUs; no disclosed performance conditions for directors) | RSUs generally vest after one year; no options or PSUs disclosed for directors in 2024 |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| JumpStart Coalition | Non‑profit | Director | No PRG related‑party transactions disclosed since Jan 1, 2024 |
| Public company boards | — | — | None disclosed for Martinez in PRG proxy |
Expertise & Qualifications
- Consumer financial services regulatory expertise; worked closely with CFPB and multiple state Attorneys General on financial literacy initiatives.
- Leadership of large‑scale strategic partnerships with global financial services firms; digital technology and data capabilities to deliver content and messaging.
- Thought leadership and frequent speaking/writing on systemic inequality topics.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/10/2025) | 12,490 shares; <1% of class |
| RSUs held (unvested, 12/31/2024) | 4,151 units (May 2024 grant); typical one‑year vest |
| Stock ownership guidelines | Directors must hold ≥$400,000 in stock/stock equivalents by later of Jan 31, 2021 or 4 years from joining; all directors compliant as of 12/31/2024 |
| Hedging/Pledging policy | Officers and directors prohibited from hedging or pledging Company stock under Insider Trading Policy |
Governance Assessment
- Strengths: Independent director with 100% Audit Committee attendance in 2024; active on Audit and Nominating committees; strong shareholder support in 2025 election. RSU‑based compensation aligns with shareholder value, and ownership guidelines plus hedging/pledging prohibitions promote alignment.
- Compensation structure: Balanced cash ($100k) and equity ($150k RSUs) with straightforward one‑year vesting; no director options or performance‑linked awards disclosed, reducing pay complexity and potential misalignment.
- Conflicts/related‑party: No related‑party transactions involving Martinez disclosed; Audit Committee oversees related‑party transaction review.
- RED FLAGS: None identified in disclosures (no pledging/hedging, no attendance issues, no related‑party transactions).
Appendix: Shareholder Voting (2025 Annual Meeting)
| Director | For | Against | Abstain | Non‑Votes |
|---|---|---|---|---|
| Ray M. Martinez | 32,960,345 | 1,002,629 | 19,439 | 2,782,646 |
Notes:
- Board and committee meeting counts (2024): Board 7; Audit 8; Compensation 5; Nominating 4.
- Audit Committee membership includes Martinez; Audit Chair is Day.
- Say‑on‑pay context: Prior year approval ~94% (proxy disclosure), and 2025 advisory vote For 32,080,007; Against 1,895,381; Abstain 7,025.