Catherine R. Atwood
About Catherine R. Atwood
Catherine R. Atwood (age 42) is Senior Vice President, General Counsel, and Secretary of Regional Management Corp. (“RM”), serving in the current role since September 2020; she joined RM in 2014 and previously served as Deputy General Counsel, Chief Compliance Officer, and VP/Deputy GC. She holds a B.A. in Political Science from Clemson University and a J.D. from the University of Georgia School of Law . Company performance context for pay-for-performance: 2024 revenue reached $589 million and net income was $41.2 million; pre-provision net income was $50.452 million, underpinning 112.3% payout of annual incentives for NEOs . Prior PRSU cycle (2022 grants) paid at 64% of target on absolute TSR due to -26.3% cumulative TSR over 2022–2024; RM shifted 2025 PRSUs to relative TSR with a pre-provision ROA modifier following 68% say‑on‑pay support in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Regional Management Corp. | Deputy General Counsel | 2014–2017 | Built legal function and supported branch expansion and compliance . |
| Regional Management Corp. | Chief Compliance Officer & VP/Deputy GC | 2017–2020 | Led compliance management system; supported ERM enhancements . |
| Regional Management Corp. | SVP, General Counsel, and Secretary | 2020–Present | Oversees legal, governance; corporate secretary responsibilities; supported compensation program revisions and policy adoption . |
| Womble Carlyle Sandridge & Rice (now Womble Bond Dickinson) | Business litigation attorney | 2008–2014 | Litigation and regulatory experience relevant to consumer finance . |
External Roles
No external public company directorships or committee roles disclosed for Ms. Atwood .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | 363,000 | 372,000 | 2025 increase approved; first since 2022 for many NEOs . |
| Target Annual Bonus (% of Salary) | 100% | 100% | Annual Incentive Plan metrics and weights described below. |
| Actual Annual Bonus Paid ($) | 407,649 | — | 2024 payout reflects 112.3% performance achievement . |
| All Other Compensation ($) | 48,035 | — | Dividends, 401(k) match, health screening, LTD premiums . |
Performance Compensation
Annual Incentive (2024 plan design and outcomes)
| Metric | Threshold | Target | Maximum | Actual | Weight | Payout Contribution |
|---|---|---|---|---|---|---|
| Pre-Provision Net Income ($000s) | 31,343 | 44,776 | 53,731 | 50,452 | 15.0% | 19.8% |
| Pre-Provision ROA (%) | 2.07 | 2.43 | 2.79 | 2.79 | 15.0% | 22.3% |
| Avg. Finance Receivables ($000s) | 1,617,580 | 1,797,311 | 1,977,042 | 1,788,481 | 15.0% | 14.6% |
| Net Credit Losses (% AFR) | 12.33 | 10.72 | 9.11 | 11.19 | 15.0% | 12.8% |
| G&A as % of Revenue | 46.53 | 43.28 | 40.03 | 42.09 | 15.0% | 17.8% |
| Qualitative (strategic execution) | — | — | — | — | 25.0% | 25.0% |
| Total Payout | — | — | — | — | 100.0% | 112.3% |
- Ms. Atwood’s target bonus: $363,000; actual: $407,649 based on 112.3% payout .
Long-Term Incentives and Vesting Conditions
| Element | 2024 Grant | Vesting/Performance | 2025 Grant | Vesting/Performance |
|---|---|---|---|---|
| PRSUs | Target 8,088 units; threshold 4,044; max 12,132 | Absolute cumulative TSR over 3 years; target +20% TSR; threshold -20%; max +50%; vests 12/31/2026; 1-year hold to 12/31/2027 | Grant value $220,000 | Relative TSR vs 131-company custom group; threshold 30th percentile, target 55th, max 80th; +/−20% modifier based on avg pre-provision ROA; vests 12/31/2027; 1-year hold to 12/31/2028 |
| RSA (time-based) | 7,517 shares | Vests one-third on 12/31/2024, 12/31/2025, 12/31/2026 | Grant value $220,000 | Vests one-third on 12/31/2025, 12/31/2026, 12/31/2027 |
Historical PRSU performance: 2022 PRSUs earned 64% of target due to -26.3% cumulative TSR (Dividend-Adjusted Ending Price methodology) over 2022–2024 .
Equity Ownership & Alignment
| Ownership detail (as of stated date) | Amount | Notes |
|---|---|---|
| Beneficial shares owned (Apr 2, 2025) | 57,190 | Includes 7,371 options exercisable within 60 days . |
| Shares outstanding (Apr 2, 2025) | 10,035,287 | Used for ownership % calculation. |
| Ownership as % of outstanding | ~0.57% | Calculated from 57,190/10,035,287; underlying figures cited above . |
| Options exercisable (Dec 31, 2024) | 7,317 | Exercise price $30.22; expire 02/04/31 . |
| Unvested RSAs (Dec 31, 2024) | 2,316; 5,012 | Time-based vesting through 12/31/2025 and 12/31/2026 . |
| Earned PRSUs (2022 cycle, subject to hold) | 2,300 | Earned at 64% of target; 1-year hold until 12/31/2025 . |
| Unearned PRSUs (2023 cycle at target) | 6,543 | Performance period ending 06/14/2026; hold to 12/31/2026 . |
| Unearned PRSUs (2024 cycle at target) | 8,088 | Performance period ending 06/03/2027; hold to 12/31/2027 . |
| Option exercise and stock vested (2024) | 1,128 options exercised ($54,999 value); 10,830 shares vested ($345,347 value) | Indicates potential tax-withholding flows; PRSUs subject to post-vest holding. |
| Ownership guidelines | 2× base salary for NEOs | Retain 50% of net shares for 12 months and until guideline met; all covered employees in compliance as of 12/31/2024 . |
| Hedging/pledging policy | Prohibited | Applies to directors/officers; retention shares may not be pledged . |
| Clawback policies | Dodd‑Frank compliant (2023) and supplemental recoupment policy | Restatement-based recovery; restrictive covenant violations trigger recoupment . |
Employment Terms
| Provision | Terms for Ms. Atwood |
|---|---|
| Severance plan participation | Executive Severance and Change in Control Plan adopted Apr 6, 2023; amended Oct 30, 2025 to extend to Apr 6, 2029 . |
| Severance multiple (non‑CIC) | 1× salary + 1× average bonus; 12 months severance period; COBRA reimbursement and outplacement; pro‑rata annual incentive . |
| CIC multiple (double‑trigger) | 2× salary + 2× average bonus; equity accelerates at target for PRSUs; full vesting for RSAs/RSUs upon qualifying termination within 6 months before/12 months after CIC . |
| Non‑compete / non‑solicit | Non‑compete and non‑solicit for 1 year post‑termination for NEOs other than CEO; confidentiality and non‑disparagement covenants . |
| Potential payments (Dec 31, 2024 scenario) | Without cause/good reason: $1,464,144 total; With CIC: $2,600,688; Death: $727,231 . |
Compensation Structure Analysis
- Cash vs equity mix: 2024 total comp $1,242,649 with stock awards $423,965 and bonus $407,649; base salary $363,000; equity and performance pay dominate (65% of total) .
- Metric rigor and changes: 2024 STI metrics produced 112.3% payout; PRSU target TSR increased from +15% to +20% in 2024; 2025 PRSUs shifted to relative TSR (55th percentile target) with ROA modifier after 2024’s 68% say‑on‑pay support, tightening pay-for-performance alignment .
- Clawbacks/ownership/hedging: Dual clawbacks, strict ownership/retention, and hedging/pledging prohibitions enhance alignment and reduce risk of misaligned incentives .
Investment Implications
- Alignment and retention: Multi-year PRSU cycles with post-vest holding (through 2025/2026/2027/2028) and time-based RSAs vesting through 2027 create ongoing retention hooks and reduce near-term selling pressure, despite routine option exercises and 2024 vesting events .
- Pay-for-performance trajectory: Shift to relative TSR with ROA modifier and enhanced TSR thresholds should mitigate payout risk in weaker share-price environments versus the prior absolute TSR design that paid 64% for the 2022 cycle on -26.3% TSR .
- Governance safeguards: Prohibitions on hedging/pledging, Dodd‑Frank clawback policy, and stock ownership guideline compliance support investor-friendly alignment; double-trigger CIC terms (2× multiple) imply meaningful protection/cost in M&A scenarios, with PRSUs vesting at target, which could be a consideration for transaction economics .
- Monitoring points: Track upcoming vest/holding period releases (12/31/2025, 12/31/2026, 12/31/2027) for potential Form 4 activity; continued adherence to ownership retention and any changes in severance plan terms (extended to 2029) .