Steven Michaels
PROG HoldingsAbout Steven Michaels
Steven A. Michaels is President and Chief Executive Officer of PROG Holdings, and a member of the Board since November 2020; he is age 53 and not classified as an independent director under NYSE rules . Under his leadership in 2024, PROG reported $2.5B in consolidated revenues (+2.3% YoY), Adjusted EBITDA of $274.0M, and GMV of $2.37B (+16.1% YoY), with Progressive Leasing GMV up 7.3% and Four BNPL GMV up 198.3% . Shareholders supported executive compensation with a 94% say‑on‑pay vote in 2024, reflecting alignment of pay with performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PROG Holdings | Chief Executive Officer | Nov 30, 2020–Present | Led multi‑pillar strategy to Grow/Enhance/Expand; delivered 2024 GMV +16.1%, Adjusted EBITDA $274M . |
| PROG Holdings | President | Apr 2014–Feb 2016 | Senior leadership of corporate operations . |
| PROG Holdings | Chief Financial Officer & President, Strategic Operations | Feb 2016–Jul 31, 2020 | Financial and strategic oversight, later moved to lead Progressive Leasing . |
| Progressive Leasing (segment of PROG) | Chief Executive Officer | Jul 31, 2020–Nov 2020 | Led POS LTO platform prior to CEO appointment . |
| PROG Holdings | VP, Strategic Planning & Business Development | 2013–Apr 2014 | Strategy development and M&A planning . |
| PROG Holdings | VP, Finance | 2012–Apr 2014 | Finance leadership across corporate functions . |
| Aaron’s Sales & Lease Ownership Division | VP, Finance | 2008–2011 | Division finance leadership pre‑spin . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PROG Holdings Foundation | Director | 2024 | Oversees philanthropic donations; Company donated $1.3M in 2024; Foundation excluded from related party transaction classification per policy . |
Board Service and Governance
- Director since November 2020; not independent; no Board committee memberships .
- Board leadership structure separates Chairman (independent) and CEO; no Lead Independent Director designated because the Chairman is independent .
- Board met 7 times in 2024; each director attended ≥75% of Board/committee meetings; independent directors meet frequently in executive session led by the Chairman .
- Non‑employee director compensation is paid via cash retainers and RSUs; employee‑directors do not receive Board compensation; director ownership guideline is $400,000 and all directors were in compliance as of 12/31/2024 .
Fixed Compensation
Summary Compensation – Steven A. Michaels
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 950,000 | 975,000 | 1,000,000 |
| Stock Awards (fair value) | 1,150,012 | 4,675,007 | 10,044,764 |
| Option Awards (fair value) | 1,150,507 | 1,250,010 | — |
| Non‑Equity Incentive Plan (STIP) | 266,000 | 2,251,895 | 2,256,000 |
| All Other Compensation | 12,200 | 40,319 | 27,600 |
| Total | 3,528,719 | 9,192,231 | 13,328,364 |
2024 Cash Compensation Detail
| Item | Value |
|---|---|
| Base Salary | 1,000,000 |
| Target Bonus % of Salary | 150% |
| STIP Bonus Earned | 2,256,000 (150.4% of target) |
Performance Compensation
2024 Short‑Term Incentive Plan (STIP)
| Metric | Weight | Threshold | Target | Maximum | Actual (12/31/2024) | % Achieved | Payout Contribution |
|---|---|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA ($MM) | 60% | 201.4 | 251.7 | 302.0 | 274.0 | 144.3% | 86.6% |
| Progressive Leasing GMV ($MM) | 15% | 1,665 | 1,850 | 2,035 | 1,972.2 | 141.7% | 21.3% |
| PROG Marketplace GMV ($MM) | 5% | 20 | 25 | 30 | 41.5 | 200% | 10.0% |
| Cross‑Marketing GMV ($MM) | 5% | 12 | 15 | 18 | 22.7 | 200% | 10.0% |
| Compliance & Strategic Initiatives (# projects) | 15% | 4 | 5 | 6 | 6 | 150% | 22.5% |
| Total STIP Payout | — | — | — | — | — | — | 150.4% of target |
2024 Long‑Term Incentive Program (LTIP) Design and Results
| Component | Weight | Performance Period | Vesting Terms | 2024 Result/Payout |
|---|---|---|---|---|
| Performance Shares: Adjusted Revenue | 20% of LTI | 1 year (FY 2024) | Earned shares vest in 3 equal annual increments (Mar 7, 2025/2026/2027) | Earned at 152.4% of target; vests 2025–2027 |
| Performance Shares: Adjusted Pretax Income | 20% of LTI | 1 year (FY 2024) | Earned shares vest in 3 equal annual increments (Mar 7, 2025/2026/2027) | Earned at 152.4% of target; vests 2025–2027 |
| Performance Shares: rTSR vs S&P 600 | 30% of LTI | 3 years cumulative | Cliff vest after 3‑year period (Mar 7, 2027) if earned | In flight; not yet certified |
| Time‑based Restricted Stock | 30% of LTI | — | 3 equal annual increments (Mar 7, 2025/2026/2027) | Granted per 2024 LTI |
| Transitional RSUs (one‑time) | Included in RS portion | — | 33% on Mar 7, 2025; 67% on Mar 7, 2026 | Granted to offset rTSR transition |
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 10, 2025)
| Item | Amount |
|---|---|
| Total Beneficial Ownership | 634,376 shares (1.56% of class) |
| Directly Held | 235,358 shares |
| Indirect (Spouse) | 9,000 shares |
| Options Currently Exercisable | 390,018 shares |
Stock Ownership Policy and Restrictions
- Executive ownership guidelines: CEO required to hold 5x base salary; counted shares include outright, retirement accounts, unvested time‑based RSUs/RS, earned but unvested performance shares, and in‑the‑money value of vested unexercised options; executives meet or are on track within five years .
- Pledging and hedging of Company stock prohibited under Insider Trading Policy; updated for SEC 10b5‑1 amendments .
Outstanding Equity Awards (12/31/2024)
| Award Type | Key Terms | Quantity |
|---|---|---|
| Stock Options | Exercisable: 41,796 @ $20.88 exp 2/26/2026; 33,762 @ $25.07 exp 2/24/2027; 25,632 @ $43.59 exp 3/2/2028; 19,644 @ $49.97 exp 2/21/2029; 27,356 @ $32.07 exp 3/6/2030; 64,710 @ $46.94 exp 3/3/2031; 70,432 (plus 35,216 unexercisable) @ $29.16 exp 3/1/2032; 35,735 (plus 71,470 unexercisable) @ $24.70 exp 3/1/2033 | See terms |
| Time‑based RS/RSUs | 13,146 (vested Mar 7, 2025) | 13,146 |
| Time‑based RS/RSUs | 33,738 (vest Mar 1, 2024/2025/2026) | 33,738 |
| Time‑based RS/RSUs | 63,266 (vest Mar 7, 2025/2026/2027) | 63,266 |
| Transitional RSUs | 63,266 (33% vest Mar 7, 2025; 67% vest Mar 7, 2026) | 63,266 |
| Performance Shares (2023 cycle) | Earned at 137%; vests Mar 1, 2024/2025/2026 | 134,954 |
| Performance Shares (2024 cycle) | Earned at 152.4%; vests Mar 7, 2025/2026/2027 | 168,708 |
| rTSR Performance Shares (2024 grant) | Measured to Mar 7, 2027; if earned, cliff‑vest | 63,266 |
| Market Value Reference | $42.26 closing price used for award valuations | — |
Employment Terms
Severance and Change‑in‑Control Economics (Hypothetical as of 12/31/2024)
| Termination Event | Cash Severance ($) | Equity Acceleration ($) | Cash Bonus ($) | Total ($) |
|---|---|---|---|---|
| Voluntary/For Cause | — | — | — | — |
| Death/Disability | — | 19,189,923 | 2,256,000 | 21,445,923 |
| Without Cause (no CIC) | 5,000,000 | 4,310,570 | — | 9,310,570 |
| Good Reason (no CIC) | 5,000,000 | 4,310,570 | — | 9,310,570 |
| Involuntary/Good Reason (post‑CIC) | 5,043,222 | 19,189,923 | 1,258,948 | 25,492,093 |
- Agreements have initial three‑year terms with auto‑renewals; double‑trigger equity acceleration on change‑in‑control; severance equals 2x salary+target bonus plus COBRA premiums and average bonus proration; payments reduced to avoid 280G excise taxes; covenants include non‑competition and non‑solicitation .
- Clawback policy updated Nov 2023 to recoup incentive pay upon restatements per NYSE rules .
- No excise or other tax gross‑ups; no single‑trigger severance; hedging/pledging prohibited .
- Pension: none; Deferred Compensation Plan balance $1,160,011 with 2024 contributions $19,866 and Company match $13,800; 401(k) safe harbor match (3% + 50% on next 2%); perqs limited; all matching fully vested .
Compensation Peer Group (used for benchmarking; reviewed by independent consultant)
| Peer Companies |
|---|
| Ally Financial; Black Knight; Credit Acceptance; Discover Financial Services; Encore Capital Group; Enova International; ePlus inc.; Euronet Worldwide; FirstCash Holdings; Genpact; Green Dot; Jack Henry & Associates; LendingTree; Navient; OneMain Holdings; PRA Group; SLM Corporation; Synchrony Financial; WEX Inc. |
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | 94% of votes cast supported executive compensation |
Investment Implications
- Pay‑for‑performance alignment: 2024 STIP paid at 150.4% driven by outperformance in Adjusted EBITDA, GMV growth, and strategic/compliance goals; LTIP 2024 internal performance shares certified at 152.4% with multi‑year vesting, while rTSR introduces external relative benchmarking to small‑cap peers .
- Retention risk is mitigated by substantial multi‑year unvested equity, including performance shares and RSUs vesting through 2027, and robust double‑trigger CIC protections; clawback and non‑compete/non‑solicit covenants further reinforce retention and governance discipline .
- Ownership alignment: CEO holds 1.56% beneficial interest including 390,018 options currently exercisable; executive ownership guideline of 5x salary and prohibition on hedging/pledging strengthen alignment and reduce financing‑related red flags .
- Potential supply from vesting: Transitional RSUs (2025/2026) and regular RS/earned performance shares vesting in 2025–2027 can create episodic liquidity events around vest dates; monitoring Form 4 activity around March vest dates is prudent for trading signals .
- Governance quality: Separate Chair/CEO, strong committee independence, annual evaluations, and consistently high meeting attendance support oversight quality; continued 94% say‑on‑pay support reduces near‑term governance overhang .