Todd King
PROG HoldingsAbout Todd King
Todd King (age 56) serves as PRG Holdings’ Chief Legal and Compliance Officer (CLCO) since May 15, 2023, after serving as the Company’s Chief Corporate Governance, Securities Law & M&A Counsel from January 2017 to April 2023 . He oversees Legal, Compliance, Enterprise Risk Management, and Government Relations, and previously led the legal function in the 2020 spin-off of The Aaron’s Company; he holds a BBA in Finance and a JD from the University of Georgia . 2024 pay-for-performance outcomes were strong: his cash STIP paid at 150.4% of target based on exceeding Adjusted EBITDA, GMV and compliance/strategic goals, and 2024 internal financial metric PSUs were certified at 152.4% of target, while additional rTSR PSUs vest on a three‑year relative performance cycle . He beneficially owns 21,756 PRG shares (<1% of class) as of March 10, 2025; executive stock ownership guidelines require 3x base salary for the CLCO, and hedging and pledging are prohibited by policy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PROG Holdings, Inc. | Chief Legal & Compliance Officer | May 2023–present | Leads Legal, Compliance, ERM, and Government Relations . |
| PROG Holdings, Inc. | Chief Corporate Governance, Securities Law & M&A Counsel | 2017–2023 | Led legal work on the 2020 Aaron’s spin-off; senior counsel to executives/Board . |
| Axiall Corporation (f/k/a Georgia Gulf) | Deputy General Counsel, Corporate Secretary, Chief Compliance Officer | Pre-2017 (not disclosed) | Senior legal and compliance leadership at a public chemicals/building products company . |
| The Schwan Food Company | Vice President & Division General Counsel | Pre-2017 (not disclosed) | Division legal leadership at a food manufacturing/distribution company . |
| International law firm; U.S. District Court (N.D. Ga.) | Associate; Law Clerk to Judge Harold L. Murphy | Pre-2017 (not disclosed) | Litigation/corporate training; federal judicial clerkship experience . |
External Roles
No public company directorships or external board roles disclosed in reviewed filings .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 366,875 | 450,000 |
| Target Bonus (% of Salary) | Not disclosed | 75% |
| Actual Annual Incentive ($) | 391,093 | 507,600 |
| All Other Compensation ($) | 137,711 | 13,800 |
| Total Compensation ($) | 1,443,258 | 2,065,013 |
Notes:
- 2024 base salaries set at: CEO $1,000,000, CFO $550,000, CLCO $450,000 .
- 2024 STIP target opportunity: CLCO 75% of salary .
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024 design and outcomes
| Metric ($ in millions unless noted) | Weight | Threshold | Target | Maximum | Actual (12/31/24) | % Achieved | Payout Contribution |
|---|---|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA | 60% | 201.4 | 251.7 | 302.0 | 274.0 | 144.3% | 86.6% |
| Progressive Leasing GMV | 15% | 1,665 | 1,850 | 2,035 | 1,972.2 | 141.7% | 21.3% |
| PROG Marketplace GMV | 5% | 20 | 25 | 30 | 41.5 | 200% | 10.0% |
| PL GMV from Cross‑Marketing | 5% | 12 | 15 | 18 | 22.7 | 200% | 10.0% |
| Compliance & Strategic Initiatives (projects) | 15% | 4 | 5 | 6 | 6 | 150% | 22.5% |
| Total STIP Payout (% of target) | — | — | — | — | — | — | 150.4% |
STIP metrics and weights: Adjusted EBITDA 60%; Progressive Leasing GMV 15%; PROG Marketplace GMV 5%; Cross‑Marketing GMV 5%; Compliance/Strategic 15% . King’s 2024 STIP paid $507,600 on a $337,500 target (150.4% of target) .
Long-Term Incentive (LTI) – 2024 structure and King’s awards
| Award Type | Performance Metric(s) | LTI Weight | Target Shares | Grant Date | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Performance Shares (internal metrics) | Adjusted Revenue (20%) & Adjusted Pretax Income (20%) | 40% | 9,184 | 2/28/2024 | Earned at 152.4% of target; vests 1/3 on Mar 7, 2025/2026/2027 | 270,010 |
| Performance Shares (rTSR) | 3‑yr relative TSR vs S&P 600 Small Cap | 30% | 6,888 | 2/28/2024 | Cliff vest Mar 7, 2027 if earned | 277,104 |
| Restricted Stock (time‑based) | N/A | 15% (half of RSU line) | 6,888 | 2/28/2024 | 1/3 on Mar 7, 2025/2026/2027 | 202,507 |
| Transitional Restricted Stock | N/A (one‑time) | 15% (half of RSU line) | 6,888 | 2/28/2024 | 33% on Mar 7, 2025; 67% on Mar 7, 2026 | 202,507 |
Additional design notes:
- 2024 LTI mix for CEO/direct reports: 70% PSUs (40% internal metrics; 30% rTSR), 30% RSUs; transitional RSUs offset liquidity gap from moving to rTSR PSUs .
- 2024 internal-metric PSUs were certified at 152.4% of target based on exceeding Adjusted Revenue and Adjusted Pretax Income goals .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 10, 2025) | 21,756 shares (<1% of class) . |
| Stock ownership guidelines (executives) | CEO 5x salary; CFO & CLCO 3x salary; executives meet or are on track within 5 years . |
| Hedging/pledging | Hedging and pledging prohibited by Insider Trading Policy . |
| Clawback | NYSE‑compliant policy adopted Nov 2023; recoups incentive pay upon restatement . |
| Options | No stock options listed for King as of 12/31/24 (no exercisable/unexercisable entries) . |
Outstanding unvested awards (12/31/2024; $42.26 spot used by company for values):
- RSUs: 772 ($32,625) — vested Mar 7, 2025 . 5,430 ($229,472) — vests in thirds on Mar 1, 2024/2025/2026 . 6,888 ($291,087) — vests in thirds on Mar 7, 2025/2026/2027 . 6,888 ($291,087) — 33% on Mar 7, 2025; 67% on Mar 7, 2026 .
- PSUs: 6,704 ($283,311) — 2023 grant, actual payout 137%, vesting in thirds on Mar 1, 2024/2025/2026 . 4,156 ($175,633) — 2023 grant, actual payout 126.5%, vesting in thirds on Mar 1, 2024/2025/2026 . 18,368 ($776,232) — 2024 internal PSUs, certified 152.4%, vesting in thirds on Mar 7, 2025/2026/2027 . 6,888 ($291,087) — 2024 rTSR PSUs at target; 3‑yr cliff vest Mar 7, 2027 if earned .
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance ($) | Equity Acceleration ($) | Cash Bonus ($) | Total ($) |
|---|---|---|---|---|
| Death/Disability | — | 1,828,590 | 507,600 | 2,336,190 |
| Terminated without Cause (or Good Reason) | 1,800,000 | 343,827 | — | 2,143,827 |
| Involuntary or Good Reason after Change‑in‑Control | 1,849,203 | 1,828,590 | 225,997 | 3,903,790 |
Key provisions:
- Agreements initial 3‑year term, auto‑renew annually; double‑trigger CIC protection: upon qualifying termination within 2 years post‑CIC, lump sum of 2x (salary + target bonus), pro‑rated bonus (avg of prior two years), 2 years of COBRA premiums, and full equity vesting .
- Non‑CIC termination: salary continued for 2 years + target bonus payments on a periodic basis; pro‑rata vesting of certain equity (conditions apply) .
- Benefits contingent on compliance with non‑compete and non‑solicit covenants (duration not specified in proxy) .
- No excise tax gross‑ups; 280G cutback applies .
Compensation Structure Analysis
- Pay mix emphasizes variable, equity‑linked compensation; 2024 pay outcomes tied to financial and growth metrics (STIP at 150.4% and internal PSUs at 152.4%) .
- Transitioned from options to rTSR PSUs in 2024; a one‑time transitional RSU award offset the near‑term liquidity gap, increasing near‑term vesting (potential incremental selling pressure around Mar 2025/2026) .
- Strong governance: double‑trigger CIC vesting, prohibitions on hedging/pledging, no option repricing, no CIC excise tax gross‑ups, and no employment agreements .
- Independent compensation consultant (Exequity) and peer/market references used; 2024 peer framework disclosed, with no changes from prior cycle .
Say‑on‑Pay, Peer Group, and Shareholder Feedback
- Say‑on‑pay approval ~94% at the prior annual meeting, indicating strong investor support .
- Peer group used for benchmarking included diversified financial and fintech names (e.g., Discover, Synchrony, Ally, Genpact, WEX, PRA Group, Credit Acceptance, Jack Henry, etc.) .
Investment Implications
- Alignment: King’s incentives are tightly linked to profitability (Adjusted EBITDA, Pretax Income), top‑line quality (Adjusted Revenue), growth (GMV), and shareholder returns (rTSR), with a meaningful equity component and a 3x‑salary ownership guideline; hedging/pledging prohibitions further align insider and shareholder outcomes .
- Retention and vesting overhang: Multi‑year vesting cadence (significant vesting events each March 2025‑2027) supports retention but can create episodic liquidity windows; 2024 transitional RSUs increase near‑term vesting concentration (potential selling pressure around vesting dates) .
- Change‑in‑control economics: Double‑trigger structure with 2x cash severance and full equity acceleration upon qualifying termination after CIC balances retention with deal alignment; no excise gross‑ups reduces shareholder unfriendly optics .
- Performance execution: 2024 outperformance across EBITDA, GMV, and internal profit/revenue metrics drove above‑target payouts, signaling strong near‑term execution; rTSR PSU outcomes will depend on relative performance through March 2027 .
Sources: 2025 Proxy Statement (DEF 14A, filed March 27, 2025) and PRG 8‑K (May 11, 2023) appointing Todd King as CLCO .